Inside Information: Citycon Oyj Announces Tender Offer for Certain NOK Senior Unsecured Notes Issued by Citycon Treasury B.V.

03 Dec 2024 09:30 CET

Citycon Oyj   Inside information   3 December 2024 at 10:30 hrs

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING WITHOUT LIMITATION
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) 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 ANY
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN
PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" IN THE TENDER INFORMATION DOCUMENT).
Today, Citycon Oyj ("Citycon") is launching an offer to the holders of its
subsidiary's Citycon Treasury B.V.'s NOK 1.4bn 3.900% notes due September 2025
(of which NOK 1.3bn remains outstanding) (ISIN NO0010744139) and NOK 1.0bn
2.750% notes due September 2025 (of which NOK 1.0bn remains outstanding) (ISIN
NO0010805898) (the "Notes"), to tender any and all of their Notes for purchase
by Citycon for cash at fixed purchase prices of 99.75% and 99.17%, respectively
(the "Purchase Prices"), of the nominal amount of the Notes plus an amount equal
to accrued and unpaid interest in accordance with the terms and conditions of
the Notes (the "Tender Offer"). The Purchase Prices offered in the Tender Offer
corresponds to the expected Make Whole Call price if such had been exercised as
of this announcement. The Notes will be repurchased subject to the terms and
conditions described in the tender information document dated 3 December 2024
attached to this stock exchange release (referred to as the "Tender Information
Document").
Concurrently with the Tender Offer, Citycon announced via a stock exchange
release on 3 December 2024 that Citycon Treasury B.V. (the "Issuer") intends to
issue new EUR denominated senior unsecured notes with an expected tenor of 5.25
years (the "New Notes"). The Issuer has mandated Deutsche Bank and Nordea as
global coordinators and Danske Bank, OP Corporate Bank, SEB and Swedbank as
joint bookrunners in respect of the issuance of the New Notes.
Pursuant to condition 10.2 of the Bond Agreement for outstanding NOK 1.4bn
3.900% notes due September 2025 (ISIN NO0010744139) and condition 6.3(b) of the
Terms and Conditions for outstanding NOK 1.0bn 2.750% notes due September 2025
(ISIN NO0010805898), the Notes contain Make-Whole Redemption options. The
company reserves the right to utilize these call options following this Tender
Offer or in the future.
The purpose of the Tender Offer is, among other things, to proactively improve
Citycon group's liability composition and debt maturity profile.
The Tender Offer expires at 14:00 CET on 9 December 2024, unless extended,
reopened, withdrawn, or terminated at the sole discretion of Citycon. Settlement
of the Tender Offer is expected to occur on or around 13 December 2024.
The terms and conditions of the Notes will continue to be in effect for
noteholders who do not participate in the Tender Offer and/or whose Notes are
not accepted for repurchase by Citycon. The full terms and conditions of the
Tender Offer can be found in the Tender Information Document.
Sole Dealer Manager: Nordea Bank Abp, nordealiabilitymanagement@nordea.com
DISCLAIMER
This announcement must be read in conjunction with the Tender Information
Document. The distribution of this announcement and the Tender Information
Document in certain jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Information Document comes are
required by each of Citycon and the Sole Dealer Manager to inform themselves
about, and to observe, any such restrictions.
CITYCON OYJ
For further information, please contact:
Eero Sihvonen
CFO and Member of the Board of Directors
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 4.0 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 an investment-grade credit rating from Standard & Poor's (BBB-).
Citycon Oyj's shares are listed on Nasdaq Helsinki Ltd.
www.citycon.com
his information constitutes inside information that Citycon Oyj is obliged to
publish in accordance with the EU Market Abuse Regulation. The information was
submitted, through the agency of the above contact persons, for publication on 3
December 2024 at 09:30 CET.

More information:
Access the news on Oslo Bors NewsWeb site

633705_Tender_Information_Document.pdf