CITYCON OYJ Inside information 19 November 2019 at 12:40 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 indicative 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.
Non-binding indicative 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.
If the Offeror decides to accept valid tenders of Notes pursuant to the relevant Tender Offer(s) and subject to the satisfaction or waiver of the Financing Condition and all of the General Conditions, the Offeror intends to set the Maximum Aggregate Consideration at approximately €194,000,000 and, accordingly, intends to set each Series Acceptance Amount and accept 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||Indicative Series Acceptance Amount||Indicative Pro-Ration Factor|
|3.75 per cent. Notes due 2020||€218,674,000||XS0946179529 /094617952||€143,063,000||€143,063,000||Not Applicable|
|2.375 per cent Guaranteed Notes due 2022||€300,000,000||XS1291367313 /129136731||€91,734,000||€45,117,000||50%|
|2.50 per cent Guaranteed Notes due 2024||€350,000,000||XS1114434167 /111443416||€33,832,000||€0||0%|
Noteholders should note that the above table contains a non-binding indication of the levels at which the Offeror expects to set each Series Acceptance Amount and any Pro-Ration Factor that would be applied as a consequence.
The final results for the Tender Offers will be announced as soon as reasonably practicable after the Pricing Time (being at or around 03:00 pm, Central European time) today, 19 November 2019.
Subject to acceptance by the Offeror of valid tenders of Notes pursuant to the relevant Tender Offer and 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 22 November 2019 (the Payment Date), unless otherwise extended, amended or terminated.
Whether the Offeror will purchase any Notes validly tendered in the Tender Offers is subject, without limitation, to (i) the pricing of the issue of the New Notes on terms and conditions acceptable to the New Notes Issuer, (ii) the signing by the New Notes Issuer and the managers of a subscription agreement in respect of the subscription for the New Notes and (iii) such subscription agreement remaining in full force and effect as at the Payment Date (the Financing Condition). Even if the Financing Condition is satisfied (or waived), the Offeror is not under any obligation to accept for purchase any Notes validly tendered pursuant to the Tender Offers.
Subject to applicable law, the Offeror expressly reserves the right, in its sole and absolute discretion, to (i) extend the period during which the Tender Offers are open, (ii) re-open or amend the Tender Offers in any respect, (iii) amend the timing of the Tender Offers including delaying the Expiration Deadline and/or the Payment Date and (iv) terminate the relevant Tender Offer prior to acceptance for purchase by the Offeror of the Notes in the Tender Offers. Any extension, termination, re-opening or amendment of the Tender Offers will be made through a press release to be distributed through the Clearing Systems for communication to persons who are shown in the records of the Clearing Systems as holder of the Notes, a stock exchange release to be posted on Nasdaq Helsinki Ltd stock exchange as well as a notice posted on the Euronext Dublin website. From time to time during or after completion of the Tender Offers, the Offeror or its respective affiliates may acquire any Notes that are not tendered and accepted in the Tender Offers through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as the Offeror or the relevant affiliate may determine (or as may be provided for in the Trust Deeds). The value received in any such transaction might be more or less than that offered in the Tender Offers for the Notes.
Danske Bank A/S and UBS Europe SE (together, the Dealer Managers) are acting as Dealer Managers.
Espoo, 19 November 2019
For further information, please contact:
Executive VP and CFO
Tel. +358 50 557 9137
IR and Communications Director
Tel. +358 40 838 0709
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.
Requests for information in relation to the Tender Offers should be directed to:
THE DEALER MANAGERS
|Danske Bank A/S2-12 Holmens KanalDK-1092 Copenhagen KDenmarkAttention: Debt Capital MarketsEmail: email@example.comTelephone: +45 33 64 88 51||UBS Europe SE
Bockenheimer Landstraße 2-460306 Frankfurt am MainGermanyAttention: Liability Management GroupEmail: firstname.lastname@example.orgTelephone: +44 20 7568 1121
THE TENDER AGENT
|Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HAUnited KingdomTelephone: +44 (0)20 7704 0880
Attention: David Shilson
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.