CITYCON OYJ Inside information 7 November 2019 at 13:00 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 OR THE DISTRICT OF COLUMBIA OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
Citycon Oyj (the Offeror) hereby announces a conditional tender offer for up to NOK 900 million nominal outstanding amount of the NOK 1,250 million bond issue CITYT01 issued by its wholly owned subsidiary Citycon Treasury B.V. which matures on 1 March 2021.
Danske Bank A/S is acting as Sole Arranger for the conditional tender offer process.
The tender offer process will be conducted as a “reverse Dutch auction”, where the Offeror through the Sole Arranger will receive offers from the bondholders on a confidential basis for sales of desired volume(s) at desired price(s) to the Offeror.
All bondholders (subject to legal constraints, if any) are hereby invited and are eligible to provide offers for sale of all or a portion of their bonds through submission of the attached bondholders offer form (the Bondholders Offer Form).
An offer to sell bonds to the Offeror must be submitted to the Sole Arranger no later than 17:00 CET on 15 November 2019 (the Expiration Date). The Offeror will prior to 10:00 CET on 18 November 2019 (the Acceptance Deadline) decide upon a purchase price (the Purchase Price) and consequently the total amount of CITYT01 bonds to be purchased (if any). For the avoidance of doubt, the Offeror is not obligated to buy any bonds and may refrain from accepting all offers for any reason, including if the offered price/volume is not deemed attractive or if the New Notes (as defined below) are not successfully priced by the Acceptance Deadline, and in such case the process will terminate without any Purchase Price being determined. Subject to applicable law, the Offeror may extend the Expiration Date or terminate the tender offer process at any time.
In addition to the tender offer process for the bonds, the Offeror has decided, subject to certain offer and distribution restrictions, to commence an offer (i) to purchase any and all of its EUR 500,000,000 3.75 per cent. Notes due 2020 (ii) to purchase, subject to an offer cap, (a) the EUR 300,000,000 2.375 per cent. Guaranteed Notes due 2022 of Citycon Treasury B.V. and guaranteed by Citycon Oyj and (b) the EUR 350,000,000 2.50 per cent. Guaranteed Notes due 2024 of Citycon Treasury B.V. and guaranteed by Citycon Oyj. In addition, the Offeror expects to issue, on or prior to 21 November 2019, new EUR 400,000,000 subordinated fixed to reset rate capital securities (the New Notes), on terms and conditions reasonably satisfactory to the Offeror, the net proceeds of which may be used, among other things, to purchase CITYT01 bonds.
If the tender offer process is successful, all bondholders with offers equal to or lower than the Purchase Price will receive the Purchase Price on amounts offered within the price range. The Purchase Price including accrued interest will be paid out to tendering bondholders on or about 21 November 2019.
Offers shall be submitted on a Bondholders Offer Form which is to be sent by e-mail to Danske Bank no later than 17:00 CET on 15 November 2019, to both of:
Petter Andreassen, email firstname.lastname@example.org (telephone +47 22 86 13 73); and
Therese Beil, email email@example.com (telephone +47 22 86 13 23)
For further information, please contact:
Executive VP and CFO
Tel. +358 50 557 9137
IR and Communications Director
Tel. +358 40 838 0709
Citycon is a leading owner, manager and developer of urban, grocery-anchored shopping centres in the Nordic region, managing assets that total approximately EUR 4.4 billion. Citycon is the number one shopping centre owner in Finland and among the market leaders in Norway, Sweden and Estonia. Citycon has also established a foothold in Denmark.
Citycon has investment-grade credit ratings from Moody's (Baa3) and Standard & Poor's (BBB-). Citycon Oyj’s share is listed in Nasdaq Helsinki.
Important regulatory notice
The tender offer process and the distribution of this announcement and other information in connection therewith may be restricted by law in certain jurisdictions. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This information is subject to the disclosure requirements set out in section 5-12 of the Norwegian Securities Trading Act.