Citycon Oyj Stock Exchange Release 2 December 2025 at 10:55 hrs
NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, OR
SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION
ENTITLED “IMPORTANT INFORMATION” BELOW.
Citycon Oyj (“Citycon”) announced on 3 November 2025 that it had received
information that G City Ltd's (”G City”) portion of all shares and voting rights
in Citycon has exceeded 50% as a result of a share transaction made on 3
November 2025 and that G City has thereby become obligated to launch a mandatory
public tender offer for all shares and securities entitling to shares in Citycon
in accordance with Chapter 11, Section 19 of the Securities Markets Act
(746/2021, as amended).
G City has today announced the following information regarding its mandatory
public cash tender offer for all the outstanding shares and stock options in
Citycon:
G City Ltd. (“G City” or the “Offeror”) published a stock exchange release on 3
November 2025 regarding its share purchase made on 3 November 2025, through
which it acquired a total of 14,182,052 shares in Citycon Oyj (“Citycon” or the
“Company”). As a result of the share purchase, G City's shareholding in Citycon,
together with the shares held by G City's fully owned subsidiary, Gazit Europe
Netherlands BV (“Gazit Europe Netherlands”) and Chaim Katzman, exceeded 50 per
cent of the voting rights carried by shares in Citycon, thereby obligating G
City to launch a mandatory public tender offer for all other shares and
securities issued by Citycon entitling to shares in Citycon in accordance with
Chapter 11, Section 19 of the Finnish Securities Market Act (746/2012, as
amended, “SMA”). As of the date of this announcement, G City, Gazit Europe
Netherlands and Chaim Katzman hold in aggregate 106,678,704 shares in the
Company, corresponding to approximately 58.11 per cent of all outstanding shares
and voting rights in the Company.
G City hereby announces a mandatory public cash tender offer for all the issued
and outstanding shares in Citycon that are not held by Citycon or any of its
subsidiaries (the “Shares") and for all the issued and outstanding stock options
in Citycon that are not held by Citycon or any of its subsidiaries (the “Stock
Options")(the “Tender Offer”). Holders of the Shares will be offered a cash
consideration of EUR 4.00 for each Share validly tendered in the Tender Offer
(the “Share Offer Price”). Holders of the Stock Options will be offered a cash
consideration for each Stock Option validly tendered in the Tender Offer as
described in the section “The Tender Offer in Brief” below.
KEY HIGHLIGHTS AND SUMMARY OF THE TENDER OFFER
· The Share Offer Price is EUR 4.00 in cash for each Share validly tendered in
the Tender Offer, subject to any adjustments as set out in section “The Tender
Offer in Brief” below.
· Holders of the Stock Options will be offered a cash consideration for each
Stock Option validly tendered in the Tender Offer as described in the section
“The Tender Offer in Brief” below.
· The Share Offer Price represents a premium of approximately:
·
· 35.8 per cent compared to the closing price (EUR 2.95) of the Share on the
official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on 31 October 2025, the
last day of trading preceding the triggering of the obligation to launch the
Tender Offer;
· 18.9 per cent compared to the volume-weighted average trading price (EUR
3.36) of the Share on the official list of Nasdaq Helsinki during the three (3)
months preceding the triggering of the obligation to launch the Tender Offer;
and
· 17.6 per cent compared to the volume-weighted average trading price (EUR
3.40) of the Share on the official list of Nasdaq Helsinki during the twelve
(12) months preceding the triggering of the obligation to launch the Tender
Offer.
· The obligation of the Offeror to complete the Tender Offer is conditional
upon the receipt of all necessary regulatory approvals, permits and consents
required under any applicable competition laws or other regulatory laws in any
jurisdiction for the completion of the Tender Offer on or prior to the date of
the Offeror's announcement of the final result of the Tender Offer.
· The completion of the Tender Offer is not expected to have any immediate
material effects on the operations, business locations or assets, or the
position of the management or employees of Citycon.
· The Offeror has secured the required financing to finance the Tender Offer
at completion in accordance with its terms and conditions, and subsequent
compulsory redemption proceedings, if any, in accordance with the Finnish
Companies Act (624/2006, as amended, the “Finnish Companies Act”).
· The Offeror expects to publish a tender offer document (the “Tender Offer
Document”) with detailed information on the Tender Offer on 31 December 2025 at
the latest. The offer period under the Tender Offer is expected to commence on
or about 2 January 2026, and to expire on or about 16 February 2026, unless the
Offeror extends the offer period in order to satisfy the receipt of necessary
regulatory approvals for the completion of the Tender Offer. The Tender Offer is
currently expected to be completed during the first quarter of 2026.
ABOUT G CITY LTD.
G City is a limited liability company, incorporated and existing under the laws
of Israel, domiciled in Tel Aviv, Israel. G City's shares are listed on the Tel
Aviv Stock Exchange Ltd. G City is a global real estate company focused on
acquiring, improving, developing, and managing mixed use income producing real
estate including retail, office and residential properties in densely populated
urban areas in key cities. As of September 30, 2025, the group owns and manages
87 properties covering a built-up lettable area of approx. 1.8 million square
meters with a value of approx. 32 billion Israeli shekels (including Citycon's
assets).
BACKGROUND AND STRATEGIC RATIONALE
G City has been a long-term investor in the Company since 2004 and believes that
its extensive expertise in mixed-use income producing properties in urban areas,
combined with its financial resources and strategic vision, positions it to
better develop the Company's long-term growth strategy. G City has strong belief
in Citycon's assets and their quality, which are in line with G City's portfolio
and strategy. In addition, G City's experience managing similar assets across
multiple jurisdictions, access to capital, and long-term investment horizon
enable it to pursue strategic initiatives and value-enhancing opportunities.
The completion of the Tender Offer is not expected to have any immediate
material effects on the operations, business locations or assets, or the
position of the management or employees of Citycon.
THE TENDER OFFER IN BRIEF
G City has, through a share purchase made on 3 November 2025, acquired a total
of 14,182,052 Shares in Citycon. The price paid for the acquired Shares was EUR
4.00 per Share, which is also the highest price paid by G City (or parties
acting in concert with it in accordance with Section 5, Chapter 11 of the SMA)
for Shares in Citycon within the last six (6) months. As a result of the share
purchase, G City's shareholding in Citycon together with the Shares held by G
City's fully owned subsidiary, Gazit Europe Netherlands and Chaim Katzman,
exceeded 50 per cent of the voting rights carried by Shares in Citycon, thereby
obligating G City to launch the Tender Offer in accordance with Chapter 11,
Section 19 of the SMA. After the share purchase, G City has acquired a total of
1,120,702 Shares in Citycon through market purchases, all of which have been
made at prices below the Share Offer Price.
The Offeror undertakes to comply with the Helsinki Takeover Code issued by the
Finnish Securities Market Association (the “Helsinki Takeover Code”).
As at the date of this announcement, Citycon has a total of 183,569,011 issued
shares, all of which are outstanding Shares, and a total of 894,924 outstanding
Stock Options, comprising of 298,308 Stock Options 2025D, 298,308 Stock Options
2025E and 298,308 Stock Options 2025F. The Company has informed the Offeror that
the applicable subscription periods under Stock Option Plan 2022A-D will end on
31 December 2025, prior to the expected commencement of the offer period under
the Tender Offer, and that there are no outstanding Stock Options in Stock
Option Plan 2024 and Stock Option Plan 2024A-C and, accordingly, the Tender
Offer is not extended to such stock options. Based on the information made
publicly available by Citycon as of the date of this announcement, neither
Citycon nor its subsidiaries hold any treasury shares. As at the date of this
announcement, G City holds 70,276,770 Shares in Citycon, representing
approximately 38.28 per cent of all Shares in Citycon, and Citycon's fully owned
subsidiary, Gazit Europe Netherlands, holds 36,285,000 Shares in Citycon,
representing 19.77 per cent of all Shares in Citycon. Chaim Katzman, who
exercises ultimate control in the G City group, holds 116,934 Shares in Citycon,
representing approximately 0.06 per cent of all Shares in Citycon.
G City reserves the right, to the extent permitted by applicable laws and
regulations, to acquire Shares and Stock Options in public trading on Nasdaq
Helsinki or otherwise before the commencement of the offer period, during the
offer period, and/or after the offer period of the Tender Offer or otherwise
outside the Tender Offer.
The Share Offer Price and the Option Offer Prices
The Share Offer Price is EUR 4.00 in cash for each Share validly tendered in the
Tender Offer, subject to any adjustments as set out below. The Tender Offer
values Citycon's total outstanding equity at approximately EUR 734 million.
The Share Offer Price represents a premium of approximately:
· 35.8 per cent compared to the closing price (EUR 2.95) of the Share on the
official list of Nasdaq Helsinki on 31 October 2025, the last day of trading
preceding the triggering of the obligation to launch the Tender Offer;
· 18.9 per cent compared to the volume-weighted average trading price (EUR
3.36) of the Share on the official list of Nasdaq Helsinki during the three (3)
months preceding the triggering of the obligation to launch the Tender Offer;
and
· 17.6 per cent compared to the volume-weighted average trading price (EUR
3.40) of the Share on the official list of Nasdaq Helsinki during the twelve
(12) months preceding the triggering of the obligation to launch the Tender
Offer.
The price offered for each Stock Option validly tendered in the Tender Offer is
EUR 0.38 in cash for each outstanding Stock Option 2025D (the “Option 2025D
Offer Price”), EUR 0.38 in cash for each outstanding Stock Option 2025E (the
“Option 2025E Offer Price”) and EUR 0.38 in cash for each outstanding Stock
Option 2025F (the “Option 2025F Offer Price”, together with the Option 2025D
Offer Price and the Option 2025E Offer Price, the “Option Offer Prices”),
subject to any adjustments as set out below.
The Share Offer Price has been determined based on 183,569,011 issued and
outstanding Shares. The Option 2025D Offer Price has been determined based on
298,308 issued and outstanding Stock Options 2025D, the Option 2025E Offer Price
has been determined based on 298,308 issued and outstanding Stock Options 2025E
and the Option 2025F Offer Price has been determined based on 298,308 issued and
outstanding Stock Options 2025F.
Should the Company increase the number of Shares that are issued and outstanding
on the date hereof as a result of a new share issue, reclassification, stock
split or any other similar transaction, or should the Company distribute a
dividend or otherwise distribute funds or any other assets to its shareholders,
or if a record date with respect to any of the foregoing occurs prior to any of
the settlements of the completion trades (whether after the expiry of the offer
period or during or after any subsequent offer period), the Offeror reserves the
right to adjust the Share Offer Price and the Option Offer Prices payable by the
Offeror on a euro-for-euro basis.
The Offer Period
The offer period under the Tender Offer is expected to commence on or about 2
January 2026 and expire on or about 16 February 2026.
The Offeror reserves the right to extend the offer period from time to time in
accordance with, and subject to, the terms and conditions of the Tender Offer
and applicable laws and regulations, including, in order to satisfy the receipt
of all necessary regulatory, governmental or similar approvals, permits,
clearances and consents from authorities or similar, required under applicable
laws in any jurisdiction for the completion of the Tender Offer. The Tender
Offer is currently expected to be completed during the first quarter of 2026.
The detailed terms and conditions of the Tender Offer as well as instructions on
how to accept the Tender Offer will be included in the Tender Offer Document,
which the Offeror expects to publish on 31 December 2025 at the latest.
Regulatory Condition for Completion of the Tender Offer
The obligation of the Offeror to complete the Tender Offer is conditional upon
the receipt of all necessary regulatory approvals, permits and consents required
under any applicable competition laws or other regulatory laws in any
jurisdiction for the completion of the Tender Offer by the Offeror on or prior
to the date of the Offeror's announcement of the final result of the Tender
Offer in accordance with Chapter 11, Section 18 of the SMA.
The Offeror will, as soon as reasonably practicable, make all material and
customary submissions, notifications and filings required to obtain all
necessary regulatory approvals, permits, clearances and consents from
authorities or similar, including without limitation approvals required under
applicable foreign direct investment laws, required under applicable regulatory
laws in any jurisdiction for the completion of the Tender Offer. Currently the
Offeror has identified Swedish foreign direct investment clearance as the only
necessary regulatory approval for the completion of the Tender Offer.
Based on currently available information, the Offeror expects to obtain such
necessary regulatory approvals to complete the Tender Offer during the first
quarter of 2026. The Offeror will use its reasonable best efforts to obtain such
regulatory approvals. However, the length and outcome of the regulatory approval
process are not within the control of the Offeror, and there can be no
assurances that clearances will be obtained within the estimated timeframe, or
at all.
Financing
The Tender Offer is fully financed by a combination of cash funds available to
the Offeror and debt financing provided by an Israeli bank to the Offeror
pursuant to a financing agreement.
The debt financing has been committed, subject to the following conditions
normally used on the financial markets:
a. the provision of certain customary documentary and commercial conditions
precedent, which are in the control of the Offeror,
b. the completion of the Tender Offer,
c. compliance by the Offeror with certain provisions relating to security
arrangements, which are in the control of the Offeror,
d. no material adverse change in the financial condition of the Offeror has
occurred since 27 November 2025, the date of its latest release of financial
statements,
e. the representations and warranties that the Offeror has made to the bank
remain accurate, including representations as to the company's continued
solvency and compliance with laws,
f. the Offeror complies with its undertakings under the loan agreement,
including but not limited to meeting certain financial covenants (including with
regard to the Offeror's shareholder equity, the Offeror's and Citycon's debt to
assets ratio and the Offeror's interest coverage ratio), and no event of
default under the financing agreement has occurred (that is, G City remains in
compliance with its obligations under the financing agreement as well as its
other contractual obligations, and no event occurs that would render it
insolvent or threaten its continued financial stability), and
g. it has not become illegal or prohibited for the bank to make available or
allow to remain outstanding the debt financing, or to enforce its rights under
the loan agreement.
The Offeror's obligation to complete the Tender Offer is not conditional upon
availability of debt financing.
Future plans concerning the Shares and Stock Options
The Offeror offers to acquire all the Shares and Stock Options. If, as a result
of the completion of the Tender Offer or otherwise, the Offeror's ownership has
exceeded 90 per cent of all Shares and votes in the Company, the Offeror may
commence compulsory redemption proceedings for all the remaining Shares in
accordance with the Finnish Companies Act. If the Offeror would decide to
commence such proceedings, the Offeror would thereafter apply for the Citycon
shares to be delisted from Nasdaq Helsinki, as soon as permitted and reasonably
practicable under the applicable laws and regulations and the rules of Nasdaq
Helsinki. In connection with any such redemption proceedings, the Offeror would
also acquire the Stock Options which have not been validly tendered in the
Tender Offer, or otherwise acquired by the Offeror, in accordance with the terms
and conditions of such Stock Options.
If, as a result of completion of the Tender Offer or otherwise, the Offeror's
ownership does not exceed 90 per cent of all Shares and votes in the Company or
in the case the Offeror would not decide to commence compulsory redemption
proceedings in the event its ownership exceeds 90 per cent of all Shares and
votes in the Company, the Company will continue to be listed on Nasdaq Helsinki
and the Offeror intends to continue to support and develop Citycon's business
operations in accordance with the highest international standards and in the
best interests of all shareholders of Citycon.
The full release published by G City is attached to this stock exchange release.
The Board of Directors of Citycon will review the mandatory tender offer by
independent members in accordance with the Securities Markets Act and other
applicable laws and regulations and publish its statement on the mandatory
tender offer once the tender offer document has been published. Citycon has
appointed Deutsche Bank AG as its financial advisor and Hannes Snellman
Attorneys Ltd as its legal advisor in connection with the mandatory tender
offer. Citycon has undertaken to follow the Helsinki Takeover Code issued by the
Finnish Securities Market Association.
CITYCON OYJ
For further information, please contact:
Hilik Attias
CFO
Contact requests through:
Anni Torkko
Investor Relations Manager
Tel. +358 45 358 0570
anni.torkko@citycon.com
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND, OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED
HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES AND STOCK OPTIONS ONLY ON THE BASIS OF THE INFORMATION
PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS
PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION
OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED, OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING
MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR
BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE
TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN
COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND, OR SOUTH AFRICA. THE TENDER OFFER CANNOT
BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY
OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, OR SOUTH
AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR
INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF
NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY
NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD
BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for shareholders and holders of Stock Options of Citycon in the
United States
Shareholders and Stock Option holders of Citycon in the United States are
advised that the Shares are not listed on a U.S. securities exchange and that
Citycon is not subject to the periodic reporting requirements of the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not
required to, and does not, file any reports with the U.S. Securities and
Exchange Commission (the “SEC”) thereunder.
The Tender Offer will be made for the issued and outstanding Shares and Stock
Options of Citycon, which is domiciled in Finland, and is subject to Finnish
disclosure and procedural requirements. The Tender Offer is expected to be made
in the United States pursuant to Section 14(e) of, and Regulation 14E, under the
Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the
Exchange Act, for a Tier II tender offer and otherwise in accordance with the
disclosure and procedural requirements of Finnish law, including with respect to
the Tender Offer timetable, settlement procedures, withdrawal, waiver of
conditions and timing of payments, which are different from those applicable
under the tender offer procedures and laws of the United States for domestic
offers. In particular, the financial information included in this announcement
has been prepared in accordance with applicable accounting standards in Finland,
which may not be comparable to the financial statements or financial information
of U.S. companies. The Tender Offer is made to Citycon's shareholders and Stock
Option holders resident in the United States on the same terms and conditions as
those made to all other shareholders and Stock Option holders of Citycon to whom
an offer is made. Any informational documents, including this announcement, are
being disseminated to U.S. shareholders and Stock Option holders on a basis
comparable to the method that such documents are provided to Citycon's other
shareholders and Stock Option holders.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its brokers' affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this stock exchange release and during the pendency of the Tender Offer,
and other than pursuant to the Tender Offer, directly or indirectly purchase or
arrange to purchase Shares or any securities that are convertible into,
exchangeable for or exercisable for Shares, provided that any such purchases
shall be effected outside of the United States. These purchases may occur either
in the open market at prevailing prices or in private transactions at negotiated
prices, and the consideration in the Tender Offer must be increased to match any
such consideration paid outside the Tender Offer. To the extent information
about such purchases or arrangements to purchase is made public in Finland, such
information will be disclosed by means of a press release or other means
reasonably calculated to inform U.S. shareholders and Stock Option holders of
Citycon of such information. In addition, the financial adviser to the Offeror
may also engage in ordinary course trading activities in securities of Citycon,
which may include purchases or arrangements to purchase such securities. To the
extent required in Finland, any information about such purchases will be made
public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, passed upon the merits or fairness of the Tender
Offer, or passed any comment upon the adequacy, accuracy or completeness of the
disclosure in relation to the Tender Offer. Any representation to the contrary
is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares or
Stock Options may be a taxable transaction for U.S. federal income tax purposes
and under applicable U.S. state and local, as well as foreign and other, tax
laws. Each holder of Shares or Stock Options is urged to consult its independent
professional advisers immediately regarding the tax and other consequences of
accepting the Tender Offer.
To the extent the Tender Offer is subject to U.S. securities laws, those laws
only apply to U.S. holders of Shares or Stock Options, and will not give rise to
claims on the part of any other person. It may be difficult for Citycon's
shareholders or Stock Option holders to enforce their rights and any claims they
may have arising under the U.S. federal securities laws, since the Offeror and
Citycon are located in non-U.S. jurisdictions and some or all of their
respective officers and directors may be residents of non-U.S. jurisdictions.
Citycon's shareholders or Stock Option holders may not be able to sue the
Offeror or Citycon or their respective officers or directors in a non-U.S. court
for violations of the U.S. federal securities laws. It may be difficult to
compel the Offeror and Citycon and their respective affiliates to subject
themselves to a U.S. court's judgment.
Forward-looking statements
This release contains statements that, to the extent they are not historical
facts, constitute “forward-looking statements”. Forward-looking statements
include statements concerning plans, expectations, projections, objectives,
targets, goals, strategies, future events, future revenues or performance,
capital expenditures, financing needs, plans or intentions relating to
acquisitions, competitive strengths and weaknesses, plans or goals relating to
financial position, future operations and development, business strategy and the
trends in the industries and the political and legal environment and other
information that is not historical information. In some instances, they can be
identified by the use of forward-looking terminology, including the terms
“believes”, “intends”, “expects”, “may”, “will” or “should” or, in each case,
their negative or variations on comparable terminology. By their very nature,
forward-looking statements involve inherent risks, uncertainties and
assumptions, both general and specific, and risks exist that the predictions,
forecasts, projections and other forward-looking statements will not be
achieved. Given these risks, uncertainties and assumptions, investors are
cautioned not to place undue reliance on such forward-looking statements. Any
forward-looking statements contained herein speak only as at the date of this
release.
Disclaimer
Evli Plc is acting as financial advisor to G City Ltd. and arranger in relation
to the Tender Offer, and will not regard any other person than G City Ltd. as
its client in relation to the Tender Offer and will not be responsible to anyone
other than the G City Ltd. for providing the protections afforded to its clients
nor for providing advice in relation to the Tender Offer or any other matters
referred to in this release.