CITYCON OYJ Inside information 19 November 2019 at 18:20 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
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014
Citycon Oyj (the Offeror and the New Notes Issuer) announces the final results of its previously announced invitation to holders (the Noteholders) of (i) its €500,000,000 3.75 per cent. Notes due 2020 (ISIN: XS0946179529 / Common Code: 094617952) (the 2020 Notes), (ii) the €300,000,000 2.375 per cent. Guaranteed Notes due 2022 of Citycon Treasury B.V. and guaranteed by Citycon Oyj (ISIN: XS1291367313 / Common Code: 129136731) (the 2022 Notes) and (iii) the €350,000,000 2.50 per cent. Guaranteed Notes due 2024 of Citycon Treasury B.V. and guaranteed by Citycon Oyj (ISIN: XS1114434167 / Common Code: 111443416 ) (the 2024 Notes and, together with the 2020 Notes and the 2022 Notes, the Notes and each a Series) to tender their Notes for cash in accordance with the procedures described in the tender offer memorandum dated 7 November 2019 (the Tender Offer Memorandum) (each such invitation in relation to each Series, a Tender Offer and collectively, the Tender Offers). Terms used but not defined herein shall have the meaning ascribed to such terms in the Tender Offer Memorandum.
On 18 November 2019, the New Notes Issuer priced its EUR 350,000,000 Subordinated Fixed to Reset Rate 5.25 year Non-Call Undated Green Capital Securities (the New Notes) to be issued on 22 November 2019. Application will be made for the New Notes to be admitted to listing and trading on the Irish Stock Exchange plc trading as Euronext Dublin. The New Notes are expected to settle on 22 November 2019 (the Payment Date).
Final tender results
The Tender Offers expired at 5:00 p.m., Central European time, on 15 November 2019 (the Expiration Deadline). As of the Expiration Deadline, according to the information provided by Lucid Issuer Services Limited (the Tender Agent), (i) €143,063,000 in aggregate nominal amount of the 2020 Notes, (ii) €91,734,000 in aggregate nominal amount of the 2022 Notes and (iii) €33,832,000 in aggregate nominal amount of the 2024 Notes had been validly tendered pursuant to the Tender Offers.
Subject to the satisfaction or waiver of the Financing Condition and all of the General Conditions, the Offeror is pleased to announce that the Maximum Aggregate Consideration is set at €193,856,810.45 and, accordingly, that it has set each Series Acceptance Amount and accepts for purchase Notes validly tendered pursuant to the Tender Offers as follows:
| Description of the Notes | Principal Amount Outstanding at launch of the Tender Offer | ISIN / Common Code | Aggregate Nominal Amount of the Notes validly tendered | Interpolated Mid-Swap Rate | Series Acceptance Amount | Pro-Ration Factor | Purchase Yield | Purchase Price | Accrued Interest* | Aggregate Nominal Amount of the Notes Outstanding after the Payment Date |
| 3.75 per cent. Notes due 2020 | €218,674,000 | XS0946179529 /094617952 | €143,063,000 | N/A | €143,063,000 | Not Applicable | -0.200 per cent. | 102.325 per cent | €1,547.13 | €75,611,000 |
| 2.375 per cent Guaranteed Notes due 2022 | €300,000,000 | XS1291367313 /129136731 | €91,734,000 | -0.318 per cent. | €45,117,000 | 50 per cent. | 0.332 per cent. | 105.210 per cent. | €434.77 | €254,883,000 |
| 2.50 per cent Guaranteed Notes due 2024 | €350,000,000 | XS1114434167 /111443416 | €33,832,000 | N/A | €0 | N/A | N/A | N/A | €0 | €350,000,000 |
_________________
*Represents amounts per €100,000 in nominal amount of the relevant Series of Notes.
Payment Date
Subject to satisfaction or waiver of the Financing Condition and all of the General Conditions, the payment of the relevant Purchase Price and Accrued Interest for Notes of each Series validly tendered and accepted for purchase by the Offeror pursuant to the relevant Tender Offer will be on the Payment Date.
Notes purchased by the Offeror pursuant to the Tender Offers will be immediately cancelled and will not be re-issued. Notes which have not been validly tendered and accepted for purchase pursuant to the Tender Offers will remain outstanding after the Payment Date.
Dealer Managers
Danske Bank A/S and UBS Europe SE (together, the Dealer Managers) are acting as Dealer Managers.
Espoo, 19 November 2019
CITYCON OYJ
For further information, please contact:
Eero Sihvonen
Executive VP and CFO
Tel. +358 50 557 9137
eero.sihvonen@citycon.com
Mikko Pohjala
IR and Communications Director
Tel. +358 40 838 0709
Mikko.Pohjala@citycon.com
Citycon Oyj 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 Oyj has investment-grade credit ratings from Moody’s (Baa3) and Standard & Poor’s (BBB-). Citycon Oyj’s shares are listed on Nasdaq Helsinki Ltd. stock exchange.
For more information about Citycon Oyj, please visit www.citycon.com.
THE DEALER MANAGERS
| Danske Bank A/S2-12 Holmens KanalDK-1092 Copenhagen KDenmarkAttention: Debt Capital MarketsEmail: liabilitymanagement@danskebank.dkTelephone: +45 33 64 88 51 | UBS Europe SE Bockenheimer Landstraße 2-460306 Frankfurt am MainGermanyAttention: Liability Management GroupEmail: ol-liabilitymanagement-eu@ubs.comTelephone: +44 20 7568 1121 |
THE TENDER AGENT
| Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HAUnited KingdomTelephone: +44 (0)20 7704 0880 Email: citycon@lucid-is.com Attention: David Shilson |
DISCLAIMER
Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons (as defined in Regulation S under the Securities Act (as defined below)) (a U.S. Person). Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons.
The distribution of this announcement and /or the Tender Offer Memorandum in certain jurisdictions (in particular, the United States, the United Kingdom, France, Italy and Finland) may be restricted by law. Persons into whose possession this announcement and /or the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. The Offeror, the Dealer Managers, the Tender Agent and their respective officers, directors and representatives assume no legal responsibility for any violations of such restrictions.
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the Notes, nor in any circumstances nor in any jurisdiction in which such offer or solicitation is unlawful. The Tender Offers have been made solely pursuant to the Tender Offer Memorandum dated 7 November 2019.
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 Tender Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Eero Sihvonen, CFO at Citycon Oyj.
This announcement must be read in conjunction with the Tender Offer Memorandum.
This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Offeror assumes no obligation to update or correct the information contained in this announcement.