CITYCON OYJ Inside information 24 November 2021 at 19.05
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL OR ACQUIRE SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION.
Citycon Oyj (“Citycon” or the “Company”) intends to repurchase a maximum of 9,500,000 own shares (the “Shares”) in a reverse accelerated bookbuild directed to a limited number of existing shareholders of the Company (the “Reverse ABB”). The repurchase price will be determined based on the offers received in the Reverse ABB process. The maximum number of Shares corresponds to approximately 5.34 per cent of all the issued shares in Citycon immediately prior to the Reverse ABB. Citycon had previously announced on 27 October 2021 that it was investigating the possibility of repurchasing its own shares.
The main purpose of the repurchase is to distribute surplus funds received from the divestment of necessity-based retail centre Columbus to the shareholders of Citycon. The divestment was announced on 27 October 2021 and is estimated to close during Q4/2021. The Shares shall be repurchased on the basis of the authorisation given by the Company’s annual general meeting on 22 March 2021. This authorisation permits the Board of Directors to decide on the repurchase of up to 10,000,000 of the Company’s own shares (which would correspond to approximately 5.62 per cent of all registered shares in the Company) in one or several tranches. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorisation. The launch of the Reverse ABB is the first utilisation of the authorisations granted to the Board of Directors by the annual general meeting. At present, neither Citycon nor any of its subsidiaries hold any shares in the Company. The Shares shall be repurchased using the unrestricted equity of the Company and the repurchase of own shares will consequently reduce the Company’s unrestricted equity and the repurchase shall be recorded as a deduction of retained earnings. The purchase price of the Shares would be paid against delivery on the settlement date of the trades.
The bookbuilding on the Reverse ABB will begin immediately, and it is expected to end no later than on 25 November 2021 at 9.00 a.m. EET. The bookbuilding may, however, be closed at any time during the Reverse ABB period.
The Reverse ABB is being conducted by the Company, subject to the satisfaction of certain conditions, through reverse accelerated bookbuilding carried out by Deutsche Bank AG (“Deutsche Bank”) as the Global Co-ordinator and Joint Bookrunner and Danske Bank A/S, Finland Branch as the Joint Bookrunner (“Danske Bank”, and together with Deutsche Bank, the “Managers”), in which a limited number of existing shareholders of the Company may offer Shares for repurchase. The reverse accelerated bookbuilding procedure enables executing the repurchase of the Shares in a rapid and cost-efficient manner. Citycon intends to cancel the repurchased Shares.
The final number of and price at which the Shares will be repurchased will be decided by the Board of Directors of the Company at the close of the bookbuilding. This will be announced after the close of the bookbuilding.
Deutsche Bank is acting as Global Co-ordinator and Joint Bookrunner and Danske Bank is acting as Joint Bookrunner of the Reverse ABB. Hannes Snellman Attorneys Ltd is acting as the Company’s legal adviser and Roschier, Attorneys Ltd. is acting as legal adviser to the Managers.
After the repurchase has been carried out, the shareholding and voting rights of Gazit-Globe Ltd. are expected to exceed the threshold of 50 per cent of all the outstanding shares and votes in Citycon. Pursuant to the exemption under Chapter 11, Section 21 of the Finnish Securities Markets Act (746/2012, as amended), as the change in the holding results solely from measures taken by the Company, exceeding this threshold does not trigger an obligation to launch a mandatory public tender offer before Gazit-Globe Ltd., who has exceeded the threshold, acquires or subscribes to more shares of the Company or otherwise raises its proportion of voting rights in the Company.
Board of Directors
For further information, please contact:
Executive Vice President and CFO
Tel. +358 50 557 9137
Chief Financial Officer (as of 1 January 2022)
Tel. +46 73 326 8455
Citycon is a leading owner, manager and developer of mixed-use centres for urban living including retail, office space and housing. We are 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 with a direct connection to public transport. Placed in the heart of communities, our centres are anchored by groceries, healthcare and services to cater for the everyday needs of customers.
Citycon has investment-grade credit ratings from Moody's (Baa3), Fitch (BBB-) and Standard & Poor's (BBB-). Citycon Oyj’s shares are listed on Nasdaq Helsinki.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which such publication or distribution is unlawful. This announcement is for information purposes only and the information contained herein does not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for, any securities in the United States, Australia, Canada, Japan or in any other jurisdiction, nor shall there be any offer, solicitation, sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.
The Reverse ABB is not being directed, directly or indirectly, to investors located in the United States of America, or to agents, nominees, trustees, custodians or other persons acting for the account or benefit of such U.S. shareholders, or in any other jurisdiction where to do so would be unlawful.
This announcement is only directed at (and is only being distributed to persons outside the United States who are) (i) persons in any member state of the European Economic Area who are qualified investors ("Qualified Investors") within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129 of 14 June 2017) (and amendments thereto to the extent implemented in the relevant member state); or (ii) persons in the United Kingdom who (A) have professional experience in matters relating to investments (i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")), are high net worth entities falling within the meaning of Article 49(2)(a) to (d) of the Order or are persons to whom it can otherwise be lawfully distributed and (B) are qualified investors as defined in section 86(7) of the Financial Services and Markets Act 2000 (such persons referred to in this sub-paragraph (ii) being "relevant persons"). This release must not be acted on or relied on (a) in the United Kingdom, by persons who are not relevant persons, or (b) in any member state of the European Economic Area, by persons who are not Qualified Investors, or (c) elsewhere, by persons who are not permitted to sell or dispose of securities in the Reverse ABB pursuant to applicable legislation.
Any investment or investment activity referred to in this announcement is only available to, and will only be engaged in with, (1) relevant persons, in the United Kingdom; (2) Qualified Investors, in any member state of the European Economic Area; and (3) persons elsewhere who are permitted to sell or dispose of securities in the Reverse ABB pursuant to applicable legislation. Citycon, in consultation with the Managers, reserves the absolute right to determine who may participate in the Reverse ABB.
Participating in the Reverse ABB shall constitute an irrevocable offer to sell to Citycon the total number of shares accepted for purchase by the Managers on behalf of Citycon. Investors offering shares for purchase in the Reverse ABB will be deemed to represent, warrant and undertake to the Managers and Citycon that: (a) the investor is the legal and beneficial owner and has full power and authority to sell, assign or transfer the shares being sold in the Reverse ABB (together with all rights attaching thereto) and, when the same are purchased by Citycon, Citycon will acquire such shares free and clear of all liens, charges, restrictions, claims, equitable interests, encumbrances, pre-emption rights and third party rights and together with all rights attaching thereto and such representation and warranty will be true in all respects at the time Citycon purchases such shares as if it had been entered into anew at such time and shall not be extinguished by such purchase; (b) such investor shall do all such acts and things as shall be necessary or expedient, and execute any additional documents deemed by the Managers or Citycon to be desirable, to complete the purchase of the shares referred to in this paragraph; (c) such investor has fully observed any applicable legal requirements, the Reverse ABB may be made to him under the laws of all relevant jurisdictions, and the investor's offer to sell shares to Citycon, and any acceptance thereof, shall not be unlawful under the laws of any jurisdiction.
No document soliciting intentions to sell securities has been or will be prepared in connection with any of the transactions described in this announcement. Any investment decision to sell securities as part of the Reverse ABB must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by, the Managers or Citycon or any of their respective affiliates.
Deutsche Bank has been appointed to act as Global Co-ordinator and Joint Bookrunner and Danske Bank has been appointed to act as Joint Bookrunner in connection with the Reverse ABB by the Company and no other person. The Managers will not be responsible to any person other than the Company for providing any of the protections afforded to clients of the Managers, nor for providing any advice in relation to any matter referred to in these materials. Without limiting a person’s liability for fraud, neither the Managers nor any of their affiliates nor any of their respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient of these materials) in connection with the Reverse ABB.
Deutsche Bank Aktiengesellschaft is authorised under German Banking Law (competent authority: European Central Bank). It is subject to supervision by the European Central Bank and by BaFin, Germany’s Federal Financial Supervisory Authority. Deutsche Bank Aktiengesellschaft is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000.
Danske Bank A/S is authorised under Danish Banking Law and subject to supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is incorporated with limited liability in Denmark, with its head office in Copenhagen and registered in the Commercial Register under number 61126228.
Neither the Managers nor any of their affiliates nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Citycon or any of its or their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.