Citycon Oyj Inside information 11 August 2025 at 11:30 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” BELOW).
Citycon Oyj (the “Company”) announces today its separate invitations to holders
of the outstanding EUR 265,721,000 Subordinated Fixed to Reset Rate Green
Capital Securities issued by the Company on 10 June 2024 (ISIN: XS2830463118)
and EUR 350,000,000 Subordinated Fixed to Reset Rate 5.25 year Non-Call Undated
Green Capital Securities issued by the Company on 22 November 2019 (ISIN:
XS2079413527) (together, the “Securities” and each a “Series”), to tender their
Securities for purchase by the Company for cash (such invitations together, the
“Offers”, and each an “Offer”) at prices to be determined pursuant to a separate
modified Dutch auction in respect of each Series, on the terms and subject to
the conditions set out in the tender offer memorandum dated 11 August 2025 (the
“Tender Offer Memorandum”) prepared by the Company. The Offers are subject to
the offer and distribution restrictions set out below and as more fully
described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used in this announcement but not defined have the meanings given to them
in the Tender Offer Memorandum.
Summary of the Offers
A summary of certain terms of the Offers appears below:
Securities ISIN / Current Outstanding First First Minimum
Maximum
Common Code Coupon Principal Optional Reset
Purchase Acceptance
Amount Redemption Date Price
Amount
Date
EUR XS2830463118 7.875 EUR 10 June 10 102.00
The Company
265,721,000 / 283046311 per 265,721,000 2029 September per
proposes to
Subordinated cent. 2029 cent.
accept, on
Fixed to
the terms
Reset Rate
and subject
Green
to the
Capital
conditions
Securities
described
issued on 10
in the
June 2024
Tender
Offer
Memorandum,
up to EUR
50,000,000
in
aggregate
principal
amount of
the
Securities
(the
“Maximum
Acceptance
Amount”)
for
purchase
pursuant to
the Offers.
The Company
reserves
the right,
in its sole
and
absolute
discretion,
to purchase
more or
less than
the Maximum
Acceptance
Amount. The
Company
will
determine
the
aggregate
principal
amount of
Securities
of the
relevant
Series
which the
Company
elects to
purchase
pursuant to
the
relevant
Offer
(each, a
“Series
Acceptance
Amount”) in
its sole
and
absolute
discretion.
EUR XS2079413527 7.074 EUR 25 22 90.00
350,000,000 / 207941352 per 24,000,000 November February per
Subordinated cent. 2024 2025 cent.
Fixed to
Reset Rate
5.25 year
Non-Call
Undated
Green
Capital
Securities
issued by
the Company
on 22
November
2019
Rationale for the Offers
The purpose of the Offers is, amongst other things, to optimise the Company's
capital structure.
Details of the Offers
Purchase Prices - Modified Dutch Auction Procedure
The price the Company will pay for Securities of each Series validly tendered
and accepted for purchase by the Company pursuant to the relevant Offer will be
determined pursuant to a modified Dutch auction procedure, as described in the
Tender Offer Memorandum (the “Modified Dutch Auction Procedure”).
Under the Modified Dutch Auction Procedure, the Company will determine, in its
sole and absolute discretion, (i) each Series Acceptance Amount (if any) and
(ii) a single purchase price (expressed as a percentage of the principal amount
of the relevant Securities) for the Securities of each relevant Series (each
such price a “Purchase Price”). The Purchase Price for the Securities of each
relevant Series will be the price at which it will accept to purchase the
Securities of each Series, in accordance with the Modified Dutch Auction
Procedure described in the Tender Offer Memorandum.
The Purchase Price in respect of the 2024 Securities will not be less than
102.00 per cent. of the principal amount of the relevant 2024 Securities and
will otherwise be the highest price that will enable the Company to purchase the
validly tendered 2024 Securities in an aggregate principal amount equal to the
Series Acceptance Amount for the 2024 Securities.
The Purchase Price in respect of the 2019 Securities will not be less than 90.00
per cent. of the principal amount of the relevant 2019 Securities and will
otherwise be the highest price that will enable the Company to purchase the
validly tendered 2019 Securities in an aggregate principal amount equal to the
Series Acceptance Amount for the 2019 Securities.
Maximum Acceptance Amount and Series Acceptance Amount
The Company proposes to accept, on the terms and subject to the conditions
described in the Tender Offer Memorandum, Securities for purchase up to EUR
50,000,000 in aggregate principal amount of the Securities (the “Maximum
Acceptance Amount”). The Company will determine the aggregate principal amount
of Securities of the relevant Series which the Company elects to purchase
pursuant to the relevant Offer (each, a “Series Acceptance Amount”) in its sole
and absolute discretion, which may be less or more than the Maximum Acceptance
Amount.
The total purchase consideration for Securities validly tendered and accepted
for purchase (including Accrued Interest Payments) will be funded by cash on the
Company's balance sheet. The Company is not under any obligation to accept for
purchase any Securities validly tendered pursuant to the Offers. The acceptance
for purchase by the Company of Securities tendered pursuant to the Offers is at
the sole and absolute discretion of the Company and tenders may be rejected for
any reason, subject to applicable law.
Accrued Interest Payment
In addition to the Purchase Price, the Company will also pay, on the Settlement
Date, an Accrued Interest Payment in respect of Securities accepted for purchase
pursuant to the Offers.
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase
Price and Accrued Interest Payment pursuant to, the relevant Offer, Holders must
validly tender their Securities by delivering, or arranging to have delivered on
their behalf, a valid Tender Instruction that is received by the Tender Agent by
4.00 p.m. (London time) on 19 August 2025 (the “Expiration Deadline”).
Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum. A separate Tender Instruction must be
completed on behalf of each beneficial owner and in respect of each Series.
Tender Instructions may be submitted on a “competitive” or a “non-competitive”
basis as follows:
Competitive Tender Instructions
In respect of any Series, a Holder of Securities may submit one or more
Competitive Tender Instructions in respect of the Securities prior to the
Expiration Deadline, provided that the aggregate principal amount outstanding of
the Securities of the relevant Series that are the subject of these Competitive
Tender Instructions does not exceed the aggregate principal amount of Securities
of the relevant Series that each such Holder holds.
Competitive Tender Instructions must specify:
· the Offer Price (expressed as a percentage, and which must be expressed in
an integral increment of 0.05 per cent. above the Minimum Purchase Price) that
such Holder would be willing to accept as the Purchase Price in respect of the
Securities of the relevant Series that are the subject of the particular Tender
Instruction. In the event that any Tender Instruction in respect of Securities
specifies an Offer Price that is not the Minimum Purchase Price or an integral
increment of 0.05 per cent. above the Minimum Purchase Price, the Offer Price so
specified shall be rounded up to the nearest such increment of 0.05 per cent.
above the relevant Minimum Purchase Price, and the Tender Instruction shall be
deemed to have specified such figure as the Offer Price; and
· the aggregate principal amount of Securities of the relevant Series, at a
minimum principal amount of €100,000, being the minimum denomination for such
Series (the “Minimum Denomination”), and in integral multiples of €1,000 in
excess thereof, that the relevant Holder is tendering at that Offer Price.
In respect of any Series, the Company will not accept for purchase any validly
tendered Securities pursuant to Competitive Tender Instructions unless it has
also accepted for purchase all validly tendered Securities pursuant to Non
-Competitive Tender Instructions.
If the Company accepts a Competitive Tender Instruction (or Competitive Tender
Instructions), the relevant Holder(s) will receive the Purchase Price for the
tendered Securities of the relevant Series, as determined by the Company in
accordance with the Modified Dutch Auction Procedure, which shall be binding on
all relevant Holders. The Company will pay the relevant Purchase Price to each
Holder whose Competitive Tender Instruction is accepted, even if the relevant
Purchase Price is higher than the Offer Price specified by the tendering Holder
in its Competitive Tender Instruction. In the event that the Competitive Tender
Instructions submitted at or below the relevant Purchase Price (following
acceptance of all Non-Competitive Tender Instructions as described below under
“Acceptance of Tender Instructions”) result in more Securities of the relevant
Series being offered than the relevant Series Acceptance Amount, such
Competitive Tender Instructions tendering the relevant Securities at the
relevant Purchase Price will be accepted on a pro rata basis (as described below
under “Scaling”).
Non-Competitive Tender Instructions
Alternatively, in respect of any Series, Holders of Securities may submit one or
more Non-Competitive Tender Instructions in respect of the Securities prior to
the Expiration Deadline. Non-Competitive Tender Instructions need not specify an
Offer Price, but must specify the aggregate principal amount of Securities of
the relevant Series at a minimum principal amount of €100,000, being the minimum
denomination of each Series, and in integral multiples of €1,000 in excess
thereof, that the relevant Holder is offering pursuant to such Non-Competitive
Tender Instruction. If no Competitive Tender Instructions are tendered, the
Purchase Price will be based on the Minimum Purchase Price.
In respect of either Series, the Company will accept all Non-Competitive Tender
Instructions if it accepts any Competitive Tender Instructions. If the Company
accepts a Non-Competitive Tender Instruction, the relevant Holder will receive
the Purchase Price for the Securities of the relevant Series, as calculated by
the Company in accordance with the Modified Dutch Auction Procedure, which shall
be binding on all relevant Holders.
In the event that the Non-Competitive Tender Instructions submitted result in
more Securities of a Series being offered than the applicable Series Acceptance
Amount, such Non-Competitive Tender Instructions will be accepted on a pro rata
basis (as described below under “Scaling”) such that the aggregate principal
amount of Securities of such Series accepted for purchase is no greater than the
relevant Series Acceptance Amount.
Tender Instructions that do not specify an Offer Price, or that specify an Offer
Price equal to, or below, the relevant Minimum Purchase Price will be treated as
Non-Competitive Tender Instructions. The applicable Purchase Price for Non
-Competitive Tender Instructions shall in no circumstances be less than the
relevant Minimum Purchase Price.
Acceptance of Tender Instructions
In respect of any Series, once the Company has determined the Purchase Price for
that Series, the Company will accept Tender Instructions in the following order:
· first, all validly submitted Non-Competitive Tender Instructions in respect
of that Series will be accepted, subject to possible scaling in the event that
such Tender Instructions have been submitted with respect to a greater principal
amount than the relevant Series Acceptance Amount;
· second, all validly submitted Competitive Tender Instructions that specify
Offer Prices lower than the applicable Purchase Price will be accepted in full;
and
· third, all validly submitted Competitive Tender Instructions that specify
Offer Prices equal to the applicable Purchase Price will be accepted, subject to
possible scaling in the event that such Competitive Tender Instructions, when
aggregated with all Tender Instructions referred to above and accepted for
purchase, results in a greater aggregate principal amount than the relevant
Series Acceptance Amount.
“Offer Price” means, in respect of the Securities of a Series, the price
(expressed as a percentage of the aggregate principal amount of the relevant
Securities) specified (or deemed to be specified) by a Holder in its Tender
Instruction which such Holder would be willing to accept as the Purchase Price
for the relevant Securities that are the subject of such Tender Instruction.
Scaling
In the circumstances described in the Tender Offer Memorandum in which
Securities of a Series validly tendered pursuant to an Offer are to be accepted
on a pro rata basis, each such tender will be scaled by a factor (“Scaling
Factor”) equal to (i) the relevant Series Acceptance Amount less any validly
tendered Securities of such Series which are being accepted in full, divided by
(ii) the aggregate principal amount of the Securities of such Series that have
been validly tendered and which are being accepted subject to scaling (subject
to adjustment to allow for the aggregate principal amount of Securities of such
Series accepted for purchase, following the rounding of Tender Instructions as
set out below, to equal the relevant Series Acceptance Amount exactly). Each
tender of Securities that is scaled in this manner will be rounded down to the
nearest €1,000 in principal amount, in the manner set out in further details in
the Tender Offer Memorandum.
Indicative Timetable for the Offers
Events Times and Dates(All times are London time)
Commencement
of the
Offers
Offers 11 August 2025
announced.
Tender Offer
Memorandum
available
from the
Tender
Agent.
Expiration
Deadline
Final 4.00 p.m. on 19 August 2025
deadline for
receipt of
valid Tender
Instructions
by the
Tender Agent
in order for
Holders to
be able to
participate
in the
Offers.
Announcement
of Results
of the
Offers
Announcement As soon as reasonably practicable following the Expiration
of the Deadline (expected to be on 20 August 2025)
Company's
decision of
whether to
accept valid
tenders of
Securities
of the
relevant
Series
pursuant to
the Offers
and, if so
accepted,
(i) each
Series
Acceptance
Amount, (ii)
details of
any pro rata
scaling, and
(iii) the
Purchase
Price for
each
relevant
Series.
Settlement
Date
Expected 22 August 2025
Settlement
Date for the
Offers.
The above times and dates are subject to the right of the Company to extend, re
-open, amend, waive any condition of and/or terminate the Offers (subject to
applicable law and as provided in the Tender Offer Memorandum). Holders are
advised to check with any bank, securities broker, custodian, trust company,
direct participant or other intermediary through which they hold Securities by
when such intermediary would need to receive instructions from a Holder in order
for that Holder to be able to participate in, or (in the limited circumstances
in which revocation is permitted) revoke their instruction to participate in,
the Offers before the deadlines specified above and in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each Clearing System
for the submission of Tender Instructions will be earlier than the relevant
deadlines specified above. See “Procedures for Participating in the Offers” in
the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offers will be
made (i) by publication via the RIS publication section of the website of the
Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”)
(https://direct.euronext.com/#/rispublication) and (ii) by the delivery of
notices to the Clearing Systems for communication to Direct Participants. Such
announcements may also be made on the relevant Informa IGM Insider Screen and by
the issue of a press release to a Notifying News Service. Copies of all such
announcements, press releases and notices can also be obtained upon request from
the Tender Agent, the contact details for which are below. Significant delays
may be experienced where notices are delivered to the Clearing Systems and
Holders are urged to contact the Tender Agent for the relevant announcements
during the course of the Offers. In addition, Holders may contact the Dealer
Manager for information using the contact details below.
Holders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offers.
Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 80 11; Attention:
Liability Management Group) is acting as Dealer Manager for the Offers and Kroll
Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen Morris;
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 Offers.
Questions and requests for assistance in connection with (i) the Offers may be
directed to the Dealer Manager; and (ii) the delivery of Tender Instructions may
be directed to the Tender Agent, the contact details for each of which are set
out above.
DISCLAIMER 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 Offers. If any Holder is in any doubt as to the action it should
take, it is recommended to seek its own financial and legal advice, including in
respect of any tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial, tax, legal or other
adviser. Any individual or company whose Securities are held on its behalf by a
broker, dealer, bank, custodian, trust company, direct participant or other
nominee or intermediary must contact such entity if it wishes to tender such
Securities pursuant to the Offers. None of the Company, the Dealer Manager or
the Tender Agent, or any person who controls, or is a director, officer,
employee or agent of such persons or any affiliate of such persons, makes any
recommendation as to whether Holders should tender Securities pursuant to the
Offers.
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 Offers 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.
Offer and Distribution Restrictions
The distribution of this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or the Tender Offer Memorandum comes are required by each of
the Company, the Dealer Manager and the Tender Agent to inform themselves about,
and to observe, any such restrictions. Neither this announcement nor the Tender
Offer Memorandum constitutes an offer to buy or a solicitation of an offer to
sell Securities (and tenders of Securities in the Offers will not be accepted
from Holders) in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Offers to be made by a licensed broker or dealer and the Dealer
Manager or any of its affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offers shall be deemed to be made by the Dealer Manager or
such affiliate, as the case may be, on behalf of the Company in such
jurisdiction.
United States: The Offers are 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 or to any U.S. Person (as
defined in Regulation S of the Securities Act). This includes, but is not
limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly, copies of
this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offers 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 a U.S. Person and the Securities cannot be tendered in
the Offers by any such use, means, instrumentality or facility or from or
within, or by persons located or resident in, the United States or by any U.S.
Person. Any purported tender of Securities in the Offers resulting directly or
indirectly from a violation of these restrictions will be invalid and any
purported tender of Securities made by a person located in the United States, a
U.S. Person, by any person acting for the account or benefit of a U.S. Person,
or by any agent, fiduciary or other intermediary acting on a non-discretionary
basis for a principal giving instructions from within the United States will be
invalid and will not be accepted.
Each Holder participating in the Offers will represent that it is not a U.S.
Person located in the United States and is not participating in such Offer from
the United States, or 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
such Offer from the United States and who is not a U.S. Person. For the purposes
of this and the above paragraph, “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.
Italy: None of the Offers, this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offers have been submitted to the
clearance procedures of the Commissione Nazionale per le Società e la Borsa
(“CONSOB”). The Offers are being carried out in the Republic of Italy (“Italy”)
as exempted offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial
Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of
14 May 1999, as amended. Accordingly, Holders or beneficial owners of the
Securities can tender some or all of their Securities pursuant to the Offers
through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Securities and/or the Offers.
United Kingdom: The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offers is not
being made and such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial
promotion is only being made to, and may only be acted upon by, those persons in
the United Kingdom falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”))
or persons who are within Article 43(2) of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order.
France: The Offers are not being made, directly or indirectly, in the Republic
of France (“France”). None of this announcement, or the Tender Offer Memorandum
or any other documents or materials relating to the Offers have been or shall be
distributed in France other than to qualified investors (investisseurs
qualifiés) referred to in Article L.411-2 1° of the French Code monétaire et
financier and defined in Article 2(e) of Regulation (EU) 2017/1129, as amended.
The Tender Offer Memorandum and any other document or material relating to the
Offers have not been and will not be submitted for clearance to nor approved by
the Autorité des marchés financiers.
Finland: None of the Offers, this announcement or the Tender Offer Memorandum
shall be deemed to constitute any offering of securities or any bid for
securities as defined in the Finnish Securities Market Act (746/2012, as
amended). The Offers are not made to the public either inside or outside of the
Republic of Finland (“Finland”). The Tender Offer Memorandum and any other
document or material relating to the Offers have not been and will not be
approved or authorised by the Finnish Financial Supervisory Authority nor any
other competent authority.
CITYCON
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