CITYCON OYJ Inside Information 4 June 2025 17:10 hrs
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, 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 AND THE DISTRICT OF COLUMBIA (THE
“UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” IN THE TENDER OFFER
MEMORANDUM).
On 27 May 2025, Citycon Oyj (the “Offeror”) launched its invitation to holders
of the EUR 300,000,000 2.375 per cent Guaranteed Notes due 2027 of Citycon
Treasury B.V. guaranteed by the Offeror (ISIN: XS1822791619) issued on 3
September 2018 (the “Securities”), to tender such Securities for purchase by the
Offeror for cash (the “Offer”), on the terms and subject to the conditions set
out in the tender offer memorandum dated 27 May 2025 (the “Tender Offer
Memorandum”) prepared by the Offeror. Capitalised terms used in this
announcement but not defined have the meanings given to them in the Tender Offer
Memorandum.
The Offer expired at 4:00 p.m., London time, on 3 June 2025 (the “Expiration
Deadline”). As of the Expiration Deadline, according to the information provided
by Kroll Issuer Services Limited (the “Tender Agent”), EUR 128,599,000 in
aggregate nominal amount of the Securities had been validly tendered pursuant to
the Offer.
The Offeror today announces that it will accept for purchase EUR 100,000,000 in
aggregate principal amount of Securities validly tendered pursuant to the Offer.
The final results of the Offer are as follows:
Securities ISIN / Principal Acceptance Interpolated Purchase
Purchase Scaling Aggregate
Common Code amount Amount Mid-Swap Yield
Price factor Principal
outstanding Rate
Amount of
at launch
the
of
Securities
the Offer
expected to
remain
outstanding
after
settlement
on the
Settlement
Date
EUR XS1822791619 EUR EUR 1.962 per 3.312
98.544 77.813 EUR
300,000,000 / 242,471,000 100,000,000 cent. per per
per 142,471,000
2.375 per cent.
cent. cent.
cent. 182279161
Guaranteed
Notes due
2027
The expected Settlement Date is 6 June 2025. Full details concerning the Offer
are set out in the Tender Offer Memorandum.
The payment of the Purchase Price and Accrued Interest for Securities validly
tendered and accepted for purchase by the Offeror pursuant to the Offer will be
on the Settlement Date. Securities repurchased by the Offeror pursuant to the
Offer will be cancelled and will not be re-issued or re-sold. Securities which
are not purchased pursuant to the Offer will remain outstanding after the
Settlement Date.
The Offer has now expired and no further Securities can be tendered for purchase
pursuant to the Offer.
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 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.
Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 80 11; Attention:
Liability Management Group) and Nordea Bank Abp (Telephone: +45 61 61 29 96;
Email: NordeaLiabilityManagement@nordea.com; Attention: Nordea Liability
Management) are acting as Dealer Managers for the Offer and Kroll Issuer
Services Limited (Telephone: +44 20 7704 0880; Attention: Scott Boswell; Email:
citycon@is.kroll.com; Tender Offer Website:
https://deals.is.kroll.com/citycon (https://protect
-us.mimecast.com/s/quLACv2YDOUXk1NzIQ4StN?domain=deals.is.kroll.com)) is acting
as Tender Agent for the Offer.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire any securities is being made
pursuant to this announcement.
The distribution of this announcement and 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 this
announcement and/or the Tender Offer Memorandum comes are required by each of
the Offeror, the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions.
CITYCON OYJ
For further information, please contact:
Eero Sihvonen
CFO
Contact requests through:
Anni Torkko
Investor Relations Manager
Tel. +358 45 358 0570
anni.torkko@citycon.com
Citycon is a leading owner, manager and developer of mixed-use real estate
featuring modern, necessity-based retail with residential, office and municipal
service spaces that enhance the communities in which they operate. Citycon is
committed to sustainable property management in the Nordic region with assets
that total approximately EUR 3.8 billion. Our centres are located in urban hubs
in the heart of vibrant communities with direct connections to public transport
and anchored by grocery, healthcare and other services that cater to the
everyday needs of customers.
Citycon's shares are listed on Nasdaq Helsinki Ltd.
www.citycon.com