Citycon Group commences a tender offer for bonds

CITYCON OYJ   Inside information 3 March 2021 at 10:50

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES OR ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED)

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014

Citycon Treasury B.V. (the Offeror and New Notes Issuer) has decided, subject to certain offer and distribution restrictions, to commence a tender offer in respect of its €254,883,000 2.375 per cent. Guaranteed Notes due 2022 and guaranteed by Citycon Oyj (ISIN: XS1291367313 / Common Code: 129136731) (the Notes) subject to the Offer Cap (as defined below) and the satisfaction (or waiver) of the Financing Condition (as defined below) and the other conditions described in the tender offer memorandum dated 3 March 2021 (the Tender Offer Memorandum).

The Offeror invites holders of the Notes (the Noteholders) to tender their Notes for cash in accordance with the procedures described in the Tender Offer Memorandum (such invitation, the Tender Offer) as part of the Citycon Group’s refinancing transaction, pursuant to which the Offeror, in its capacity as New Notes Issuer, expects to issue, on or prior to 12 March 2021 (the Payment Date), new senior unsecured notes in an amount of approximately €300 million (the New Notes), unconditionally and irrevocably guaranteed by Citycon Oyj, under the Offeror’s €1,500,000,000 EMTN programme, on terms and conditions reasonably satisfactory to the Offeror, the net proceeds of which will be used, among other things, to purchase Notes pursuant to the Tender Offer.

The complete terms of the Tender Offer are set forth in the Tender Offer Memorandum. Terms used but not defined herein shall have the meaning ascribed to such terms in the Tender Offer Memorandum.

The Offeror has retained Danske Bank A/S, Deutsche Bank Aktiengesellschaft, Nordea Bank Abp and OP Corporate Bank plc (together, the Dealer Managers) to manage the Tender Offer for the following securities:

Purpose of the Tender Offer

The purpose of the Tender Offer, in conjunction with the issue of New Notes, is to proactively manage the Offeror’s senior indebtedness. Furthermore, the Tender Offer will provide liquidity to those holders whose Notes are accepted for purchase in the Tender Offer.

The Tender Offer

Acceptance of the Notes and Pro Ration

The Offeror will decide in its sole and absolute discretion whether to accept for purchase Notes validly tendered and not withdrawn prior to 5:00 p.m., Central European time, on 9 March 2021 (the Expiration Deadline).

If the Offeror decides to accept any validly tendered Notes for purchase pursuant to the Tender Offer, the Offeror proposes to accept an aggregate nominal amount of Notes up to an amount equal to (i) the aggregate nominal amount of the New Notes less (ii) €150,000,000 (although the Offeror reserves the right, in its sole and absolute discretion and for any reason, to significantly increase or significantly decrease such amount determined above) (such amount determined above, as the same may be significantly increased or significantly decreased, the Offer Cap), all on the terms and conditions contained in the Tender Offer Memorandum.

The final aggregate nominal amount of Notes accepted for purchase pursuant to the Tender Offer is referred to in the Tender Offer Memorandum as the Acceptance Amount.

If the Offeror decides to accept any validly tendered Notes for purchase pursuant to the Tender Offer and the aggregate nominal amount of such tendered Notes is greater than the Acceptance Amount, the Offeror intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of such Notes is no greater than the Acceptance Amount as further described in the Tender Offer Memorandum.

Purchase Price and Accrued Interest

In respect of any Notes validly tendered and accepted for purchase by the Offeror pursuant to the Tender Offer, the Offeror will pay a purchase price (the Purchase Price) to be determined in the manner described in the Tender Offer Memorandum, at or around 2.00 p.m., Central European time, on 10 March 2021 (the Pricing Time) by reference to the sum (such sum, the Purchase Yield) of (i) the Purchase Spread specified in the table above and (ii) the Interpolated Mid-Swap Rate.

The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes accepted for purchase pursuant to the Tender Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to the first par call date, which is 17 June 2022, on the Payment Date based on the Purchase Yield.

In addition, the Offeror will pay applicable amounts for accrued and unpaid interest, determined in accordance with the terms and conditions of the Notes, up to but not including the Payment Date in respect of any Notes which are accepted for purchase in the Tender Offer.

Financing Condition

Whether the Offeror will purchase any Notes validly tendered in the Tender Offer is subject, without limitation, to (i) the pricing of the issue of the New Notes on terms and conditions acceptable to the New Notes Issuer, (ii) the signing by the New Notes Issuer and the managers of a subscription agreement in respect of the subscription for the New Notes and (iii) such subscription agreement remaining in full force and effect as at the Payment Date (the Financing Condition). Even if the Financing Condition is satisfied (or waived), the Offeror is not under any obligation to accept for purchase any Notes validly tendered pursuant to the Tender Offer.

Priority Allocation of the New Notes

The New Notes Issuer will, in connection with allocations of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated a firm intention to validly tender Notes pursuant to the Tender Offer, and, if so, the aggregate nominal amount of Notes tendered or firmly intended to be tendered by such investor. When considering allocations of the New Notes, the New Notes Issuer intends to give preference to those investors who, prior to such allocation, have validly tendered, or indicated their firm intention to validly tender, Notes. Any such preference will be applicable up to the aggregate nominal amount of Notes validly tendered or firmly indicated to be validly tendered pursuant to the Tender Offer. However, the New Notes Issuer is not obliged to allocate the New Notes to an investor which has validly tendered or indicated a firm intention to validly tender the Notes pursuant to the Tender Offer. Any allocation of the New Notes, while being considered by the New Notes Issuer as set out above, will be made in accordance with customary new issue allocation processes and procedures.

Expected Timetable

Below is an indicative timetable providing information with respect to the expected dates and times for the Tender Offer. The timetable is subject to change, and dates and times may be extended, amended or terminated by the Offeror in accordance with the terms of the Tender Offer, as described in the Tender Offer Memorandum.

General

Subject to applicable laws, the Offeror expressly reserves the right, in its sole and absolute discretion, to (i) extend the period during which the Tender Offer is open, (ii) re-open or amend the Tender Offer in any respect, (iii) amend the timing of the Tender Offer including delaying the Expiration Deadline and/or the Payment Date and (iv) terminate the Tender Offer prior to acceptance for purchase by the Offeror of the Notes in the Tender Offer. Any extension, termination, re‑opening or amendment of the Tender Offer will be made through a press release to be distributed through the Clearing Systems for communication to persons who are shown in the records of the Clearing Systems as holder of the Notes, a stock exchange release to be posted on Nasdaq Helsinki Ltd stock exchange as well as a notice posted on the Euronext Dublin website. From time to time during or after completion of the Tender Offer, the Offeror or its respective affiliates may acquire any Notes that are not tendered and accepted in the Tender Offer through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as the Offeror or the relevant affiliate may determine (or as may be provided for in the trust deed constituting the Notes). The value received in any such transaction might be more or less than that offered in the Tender Offer for the Notes.

Each Noteholder participating in the  Tender Offer will represent that it is not a U.S. Person (as defined in Regulation S of the Securities Act of 1933, as amended) and is not participating in the Tender Offer from the United States or it is acting on a non-discretionary basis for a principal who is not a U.S. Person and is located and resident outside the United States that is not giving an order to participate in the Tender Offer from the United States. For the purposes hereof, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Lucid Issuer Services Limited is acting as tender agent in respect of the Tender Offer (the Tender Agent).  Noteholders with questions about the Tender Offer should contact the Dealer Managers or the Tender Agent. 

Noteholders who have Notes registered in the name of a broker, dealer, commercial bank, custodian, trust company or other nominee must contact, and issue appropriate instructions to, such broker, dealer, commercial bank, custodian, trust company or other nominee if such Noteholder desires to tender those Notes. The deadlines set by each Clearing System for the submission and withdrawal of electronic instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum can be obtained upon request by eligible Noteholders from the Tender Agent at the telephone numbers or email addresses below.

CITYCON OYJ

For further information, please contact:

Eero Sihvonen
Executive VP and CFO
Tel. +358 50 557 9137
eero.sihvonen@citycon.com

Laura Jauhiainen
Vice President, Strategy and Investor Relations
Tel. +358 40 823 9497
laura.jauhiainen@citycon.com

Citycon is a leading owner, manager and developer of mixed-use centres for urban living including retail, office space and housing. We are committed to sustainable property management in the Nordic region with assets that total approximately EUR 4.4 billion. Our centres are located in urban hubs with a direct connection to public transport. Placed in the heart of communities, our centres are anchored by groceries, healthcare and services to cater for the everyday needs of customers.

Citycon has investment-grade credit ratings from Moody's (Baa3), Fitch (BBB-) and Standard & Poor's (BBB-). Citycon Oyj’s share is listed in Nasdaq Helsinki. www.citycon.com

Requests for information in relation to the Tender Offer should be directed to:

THE DEALER MANAGERS

Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction should be directed to the Tender Agent:

THE TENDER AGENT

DISCLAIMER

The Tender Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. person (as defined in Regulation S under the Securities Act) (a U.S. person). Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or that is a U.S. person, or any agent, fiduciary or other intermediary acting on a non‑discretionary basis for a principal giving instructions from within the United States or that is a U.S. person will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons.

Each Noteholder participating in the Tender Offer will represent that it is not located in the United States, it is not participating in the Tender Offer from the United States and it is not a U.S. person, or that it is acting on a non‑discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and that is not a U.S. person. For the purposes of this and the above two paragraphs, “United States” means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

The distribution of the Tender Offer Memorandum in certain jurisdictions (in particular, the United States, the United Kingdom, France, Italy and Finland) may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. The Offeror, the Dealer Managers, the Tender Agent and their respective officers, directors and representatives assume no legal responsibility for any violations of such restrictions, regardless of whether the parties contemplating divesting the Notes are aware of these restrictions or not.

This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the Notes, nor in any circumstances nor in any jurisdiction in which such offer or solicitation is unlawful. The Tender Offer is made solely pursuant to the Tender Offer Memorandum dated 3 March 2021.

This announcement is released by Citycon Oyj and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Tender Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Eero Sihvonen, CFO at Citycon Oyj.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended that such Noteholder seek its own financial and legal advice, including as to any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser.  None of the Offeror, the Dealer Managers, the Tender Agent or any of their affiliates are making any recommendations to the Noteholders as to whether to tender or refrain from tendering their Notes in the Tender Offer. Noteholders must decide how many Notes they will tender, if any. 

The information contained in this announcement and the Tender Offer Memorandum does not constitute an invitation or inducement to engage in investment activity within the meaning of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)). In the United Kingdom, this announcement and the Tender Offer Memorandum are being distributed only to, and are directed only at, and must not be acted on or relied on by any person except, those persons who (i) have professional experience in matters relating to investments falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are existing Noteholders or other persons falling within Article 43 of the Financial Promotion Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000 in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated. This announcement and the Tender Offer Memorandum are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

Other restrictions apply, including in respect of Finland, France and Italy, as more fully set out in the Tender Offer Memorandum.

This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Offeror assumes no obligation to update or correct the information contained in this announcement.