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

16 Jan 2023 15:00 CET

Citycon Oyj   Inside Information   16 January 2023 at 16:00 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" IN THE TENDER OFFER
MEMORANDUM).
On 9 January 2023, Citycon Oyj (the "Company") launched separate invitations to
holders of the 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) 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) (each a
"Series" and together, the "Securities"), to tender such Securities for purchase
by the Company for cash (together, such invitations, the "Offers"), 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 remain subject to the offer and distribution restrictions set out in the
Tender Offer Memorandum.  Capitalised terms used in this announcement but not
defined have the meanings given to them in the Tender Offer Memorandum.
The Company today announces that it will accept for purchase EUR 57,393,000 in
aggregate principal amount of Securities validly tendered pursuant to the
Offers, including all Securities validly tendered by way of Non-Competitive
Tender Instructions. The total purchase consideration (including Accrued
Interest Payments) for Securities validly tendered and accepted for purchase
pursuant to the Offers will be EUR 41,429,025.08 (the "Total Purchase
Consideration"), which will be funded by cash on the Company's balance sheet.
The final results of the Offers are as follows:

Securities ISIN / Series Scaling Aggregate Nominal
Common Acceptance Factor Amount of the
Code Amount Securities
Outstanding after
settlement on the
Settlement
Date
EUR 494,000,000 XS1114434167 EUR Not EUR 480,117,000
2.50 per cent / 111443416 13,883,000 applicable
Guaranteed Notes
due 2024
EUR 350,000,000 XS2079413527 EUR 70.25% EUR 327,635,000
Subordinated Fixed / 207941352 22,365,000
to
Reset Rate
5.25 year Non-Call
Undated Green
Capital Securities
issued on 22
November 2019
EUR 350,000,000 XS2347397437 EUR 66.00% EUR 328,855,000
Subordinated Fixed / 234739743 21,145,000
to
Reset Rate
5.25 year Non-Call
Undated Green
Capital Securities
issued on 4 June
2021

Holders who have tendered their Securities for purchase pursuant to the Offers
are advised to check with the bank, securities broker, custodian, trust company,
direct participant or other intermediary through which they hold their
Securities to determine whether their tendered Securities have been accepted for
purchase by the Company.
Any Securities that have been tendered by way of Competitive Tender Instructions
but not accepted by the Company for purchase pursuant to the Offers shall be
unblocked in the relevant Holder's account in the relevant Clearing System.
The expected Settlement Date in respect of the accepted Offers is 18 January
2023.  Full details concerning the Offers are set out in the Tender Offer
Memorandum.
The Offers have now expired and no further Securities can be tendered for
purchase pursuant to the Offers.
This announcement is released by Citycon Oyj and contains information that
qualifies 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.
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.
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 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.
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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