Inside information: Citycon Oyj announces tender offers of outstanding notes due 2024 of Citycon Treasury B.V. and capital securities issued by it on November 2019 and June 2021

09 Jan 2023 09:25 CET

Citycon Oyj   Inside Information   9 January 2023 at 10:25 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 DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
Citycon Oyj (the "Company") announces today its separate invitations to holders
of the outstanding EUR 494,000,000 2.50 per cent Guaranteed Notes due 2024 of
Citycon Treasury B.V. guaranteed by the Company (ISIN: XS1114434167) issued in
separate tranches on 1 October 2014 and 10 June 2020, EUR 350,000,000
Subordinated Fixed to Reset Rate 5.25 year Non-Call Undated Green Capital
Securities issued by it on 22 November 2019 (ISIN: XS2079413527) (the "2019 5.25
Year Non-Call Securities") and EUR 350,000,000 Subordinated Fixed to Reset Rate
5.25 year Non-Call Undated Green Capital Securities issued by it on 4 June 2021
(ISIN: XS2347397437) (the "2021 5.25 Year Non-Call Securities") (each a "Series"
and together, the "Securities"), to tender such 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 unmodified Dutch auction in
respect of each Series, on the terms and subject to the conditions set out in
the tender offer memorandum dated 9 January 2023 (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 Maturity Minimum
Maximum
Common Code Coupon Principal Optional Date/
Purchase Acceptance
Amount Par First Price
Amount
Redemption Reset
Date Date
EUR XS1114434167 2.50 EUR 1 July 1 October 94.250
The Company
494,000,000 / 111443416 per 494,000,000 2024 2024 per
proposes to
2.50 per cent. (maturity cent.
accept, on
cent date)
the terms and
Guaranteed
subject to
Notes due
the
2024
conditions

described in

the Tender

Offer

Memorandum,

Securities

for purchase

up to a

maximum

principal

amount (the

"Maximum

Acceptance

Amount") such

that the

total

purchase

consideration

for

Securities

validly

tendered and

accepted for

purchase

(including

Accrued

Interest

Payments (as

defined

below)) does

not exceed

EUR

75,000,000.

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,

so long as

the

outstanding

principal

amount of the

2019 5.25

Year Non-Call

Securities

and the

outstanding

principal

amount of the

2021 5.25

Year Non-Call

Securities

are not

reduced by

more than 10

per cent. in

the aggregate

across those

two Series.
EUR XS2079413527 4.496 EUR 25 22 60.000
350,000,000 / 207941352 per 350,000,000 November February per
Subordinated cent. 2024 2025 cent.
Fixed to (first
Reset Rate reset
5.25 year date)
Non-Call
Undated
Green
Capital
Securities
issued on 22
November
2019
EUR XS2347397437 3.625 EUR 10 June 10 51.000
350,000,000 / 234739743 per 350,000,000 2026 September per
Subordinated cent. 2026 cent.
Fixed to (first
Reset Rate reset
5.25 year date)
Non-Call
Undated
Green
Capital
Securities
issued on 4
June 2021

Rationale for the Offers
The purpose of the Offers is, amongst other things, to deleverage the Company's
balance sheet and manage the debt maturity profile.
Details of the Offers
Purchase Prices
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 an unmodified Dutch auction procedure, as more fully
described in the Tender Offer Memorandum (the "Unmodified Dutch Auction
Procedure").
Under the Unmodified Dutch Auction Procedure, the purchase price (specific to
each Holder of Securities of the relevant Series) in respect of any Securities
of a Series validly tendered by a Holder and which will be purchased by the
Company pursuant to the relevant Offer (each such price, expressed as a
percentage of the aggregate principal amount of the Securities of the relevant
Series which will be purchased by the Company from such Holder, a "Purchase
Price") shall be equal to the particular purchase price specified (or deemed to
be specified) by the relevant Holder in the relevant Tender Instruction, subject
to the Minimum Purchase Price (as more fully described in the Tender Offer
Memorandum).
As the Purchase Price applicable to each Holder of Securities of the relevant
Series that are accepted for purchase pursuant to the relevant Offer is the
Offer Price in respect of the relevant Securities specified (or deemed to be
specified) by such Holder in its Tender Instruction, the relevant Purchase Price
payable to each Holder of Securities of the same Series which are accepted for
purchase pursuant to the relevant Offer will not necessarily be the same.
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 a
maximum principal amount (the "Maximum Acceptance Amount") such that the total
purchase consideration for Securities validly tendered and accepted for purchase
(including Accrued Interest Payments) does not exceed EUR 75,000,000. 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, so long as the
outstanding principal amount of the 2019 5.25 Year Non-Call Securities and the
outstanding principal amount of the 2021 5.25 Year Non-Call Securities are not
reduced by more than 10 per cent. in the aggregate across those two Series.
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 validly tendered Securities 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 by
the Company for any reason, subject to applicable law.
The Company reserves the right at any time to waive any or all of the conditions
of the Offers as set out in the Tender Offer Memorandum.
Accrued Interest Payment
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 Offers, 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 13 January 2023 (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 "non-competitive" or a "competitive"
basis as follows:
Non-Competitive Tender Instructions
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 Euro 100,000, being the
minimum
denomination of each Series (the "Minimum Denomination"), and in integral
multiples of Euro 1,000 in excess thereof, that the relevant Holder is offering
pursuant to such Non-Competitive Tender Instruction.
In respect of either Series, the Company will accept for purchase all validly
tendered Securities pursuant to Non-Competitive Tender Instructions if it
accepts for purchase any validly tendered Securities pursuant to Competitive
Tender Instructions. If the Company accepts a Non-Competitive Tender
Instruction, the relevant Holder will receive the Minimum Purchase Price for the
Securities of the relevant Series.
In the event that the Non-Competitive Tender Instructions submitted result in
more Securities of the relevant 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 such Series Acceptance Amount. In such circumstances, the relevant
Maximum Purchase Price will be the Minimum Purchase Price for such Series, and
the Company will not accept for purchase any Securities of such Series tendered
pursuant to Competitive Tender Instructions (as described in the Tender Offer
Memorandum).
Tender Instructions that do not specify an Offer Price, or that specify an Offer
Price equal to, or below, the 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
Minimum Purchase Price.
Competitive Tender Instructions
Alternatively, in respect of any Series, a Holder 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 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 Euro 100,000, being the Minimum Denomination, and
in
integral multiples of Euro 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 will
receive the Offer Price offered by such Holder for the Securities of the
relevant Series.
If (other than as described under "Non-Competitive Tender Instructions" above)
the aggregate principal amount of Securities of a Series validly tendered (i)
pursuant to Non-Competitive Tender Instructions and (ii) pursuant to Competitive
Tender Instructions that specify an Offer Price that is less than or equal to
the relevant Maximum Purchase Price (as defined below), is greater than the
relevant Series Acceptance Amount, the Company intends to accept for purchase
(A) first, all such Securities tendered at Offer Prices below such Maximum
Purchase Price (including Securities of such Series tendered pursuant to Non
-Competitive Tender Instructions) in full, and (B) second, all such Securities
tendered at such Maximum Purchase Price on a pro rata basis, such that the
aggregate principal amount of Securities of such Series accepted for purchase is
no greater than such Series Acceptance Amount.
"Maximum Purchase Price" means, in respect of each Series, the highest price at
which any Securities of such Series will be accepted for purchase by the
Company.
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 equal to (i)
the relevant Series Acceptance Amount less the aggregate principal amount
outstanding of the Securities of such Series that have been validly tendered and
accepted for purchase and are not subject to acceptance on a pro rata basis, if
applicable, divided by (ii) the aggregate principal amount outstanding of the
Securities of such Series that have been validly tendered and are subject to
acceptance on a pro rata basis (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 Euro 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 times)
Commencement of the 9 January 2023
Offers
Offers announced.
Tender Offer
Memorandum
available from the
Tender Agent.
Expiration 4.00 p.m. on 13 January 2023
DeadlineFinal
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 As soon as reasonably practicable following the
ResultsAnnouncement Expiration Deadline (expected to be on 16 January 2023)
of the 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 total
purchase
consideration for
Securities validly
tendered and
accepted for
purchase (including
Accrued Interest
Payments).
Settlement 18 January 2023
DateExpected
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 any of the Offers (subject
to applicable law and as provided in the Tender Offer Memorandum). Holders are
advised to check with any bank, securities broker 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 Reuters 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
Managers 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 8011; Attention:
Liability Management Group), OP Corporate Bank plc (Email:
liabilitymanagement@op.fi; Attention: Thomas Ulfstedt) and Swedbank AB (publ)
(Telephone: +46 700 92 22; E-mail: liabilitymanagement@swedbank.se; Attention:
Liability Management) are acting as Dealer Managers for the Offers and Kroll
Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Thomas Choquet
and Jacek Kusion; Email: citycon@is.kroll.com; Tender Offer Website:
https://deals.is.kroll.com/citycon) 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 Managers; and (ii) the delivery of the 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 any Offer. 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, from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser. Any individual
or company whose Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it wishes
to tender such Securities pursuant to the relevant Offer. None of the Company,
the Dealer Managers 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 Bret McLeod, 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 Managers 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 any of the
Dealer Managers or any of their respective affiliates is such a licensed broker
or dealer in any such jurisdiction, the Offers shall be deemed to be made by the
relevant 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 (each a "U.S. Person")). This
includes, but is not limited to, facsimile transmission, electronic mail, telex,
telephone, the internet and other forms of electronic communication.
Accordingly, copies of 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 an Offer 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 as 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 OYJ
For further information, please contact:
Bret McLeod
Chief Financial Officer
Tel. +46 73 326 8455
bret.mcleod@citycon.com
Sakari Järvelä
VP, Corporate Finance and Investor Relations
Tel. +358 50 387 8180
sakari.jarvela@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 4.5 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 has investment-grade credit ratings from Moody's (Baa3) and Standard &
Poor's (BBB-). Citycon's shares are listed on Nasdaq Helsinki Ltd.
www.citycon.com

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