CITYCON OYJ Stock Exchange Release 22 August 2018 at 10:45 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) has decided, subject to certain offer restrictions, to commence an offer to tender for cash up to EUR 300,000,000 (the Maximum Acceptance Amount) of its EUR 500,000,000 3.75 per cent. Notes due 2020 (the Notes) pursuant to a tender offer (the Tender Offer) as part of the Offeror’s refinancing transaction, pursuant to which Citycon Treasury B.V., a wholly-owned subsidiary of the Offeror, expects to issue, on or prior to the Payment Date, new euro-denominated fixed rate notes unconditionally and irrevocably guaranteed by the Offeror, under its EUR 1,500,000,000 Euro Medium Term Note Programme, on terms and conditions reasonably satisfactory to the Offeror, the net proceeds of which will be used, among other things, to purchase Notes pursuant to the Tender Offer. The complete terms of the Tender Offer are set forth in the tender offer memorandum dated today (the Tender Offer Memorandum). The Offeror has retained Deutsche Bank AG, London Branch and Nordea Bank AB (publ) (together, the Dealer Managers) to manage the Tender Offer for the following securities:
|Description of the Notes||Outstanding Nominal Amount||ISIN||Common Code||Maturity Date||Purchase Yield*||Maximum Acceptance Amount|
|3.75 per cent. Notes due 2020||€500,000,000||XS0946179529||094617952||24 June 2020||-0.10 per cent.||€300,000,000 in aggregate nominal amount|
* For information purposes only, the Purchase Price will, when determined in the manner described in the Tender Offer Memorandum on the basis of a Payment Date of 3 September 2018, be 106.961 per cent. Should the Payment Date be amended, the Purchase Price will be recalculated and will be announced, all as further described in the Tender Offer Memorandum.
Acceptance of the Notes and Pro Ration
The Offeror will decide in its sole discretion to purchase Notes validly tendered and not withdrawn prior to 5:00 p.m., Central European time on 30 August 2018 (the Expiration Deadline). If the Offeror decides to accept any Notes for purchase pursuant to the Tender Offer, the Offeror proposes to accept an aggregate nominal amount of Notes up to the Maximum Acceptance Amount, although the Offeror reserves the right in its sole discretion to accept significantly less than or significantly more than (or none of) such amount for purchase pursuant to the Tender Offer (the final aggregate nominal amount accepted for purchase pursuant to the Tender Offer being the “Final Acceptance Amount”). If the Offeror decides to accept any validly tendered Notes for purchase pursuant to the Tender Offer and the aggregate nominal amount of Notes validly tendered for purchase is greater than the Final Acceptance Amount, the Offeror intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of Notes accepted for purchase pursuant to the Tender Offer is no greater than the Final Acceptance Amount.
If a Noteholder submits a valid tender of Notes pursuant to the Tender Offer and the Offeror accepts the tender of such Notes, the Offeror will pay (a) a purchase price (the Purchase Price) to be determined in the manner described in the Tender Offer Memorandum by reference to a fixed purchase yield of -0.10 per cent. (the Purchase Yield); and (b) any applicable amounts for accrued and unpaid interest (the Accrued Interest), determined in accordance with the terms and conditions of the Notes, up to but not including the Payment Date in respect of any Notes which are accepted for purchase pursuant to the Tender Offer.
For information purposes only, the Purchase Price will, when determined in the manner described in the Tender Offer Memorandum on the basis of a Payment Date of 3 September 2018, be 106.961 per cent. Should the Payment Date be amended, the Purchase Price will be recalculated and announced, all as further described in the Tender Offer Memorandum.
Whether the Offeror will purchase any Notes validly tendered in the Tender Offer 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 and the Offeror, (ii) the signing by the New Notes Issuer, the Offeror 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 tendered pursuant to the Tender Offer.
Below is an indicative timetable providing information with respect to the expected dates and times for the Tender Offer. The timetable is subject to change, and dates and times may be extended, amended or terminated by the Offeror in accordance with the terms of the Tender Offer, as described in the Tender Offer Memorandum.
|Date||Calendar Date and Time||Event|
|Commencement Date||22 August 2018||Commencement of the Tender Offer upon the terms and subject to the conditions set forth in the Tender Offer Memorandum. Tender Offer Memorandum available from the Tender Agent.
|Expiration Deadline||5:00 p.m., Central European time, on 30 August 2018||Final deadline for Notes to be validly tendered. The Tender Offer expires unless earlier extended or terminated. The Offeror may, in its sole discretion, extend or terminate the Tender Offer.
|Results Announcement||As soon as practicable after the Expiration Deadline||The Offeror will announce whether it will accept (subject to satisfaction or waiver of the Financing Condition and all of the general conditions) valid tenders of Notes pursuant to of the Tender Offer and, if so, (a) confirmation of the Purchase Price, (b) the aggregate nominal amount of the Notes validly tendered pursuant to the Tender Offer, (c) the Final Acceptance Amount and (d) any applicable Pro-Ration Factor.
|Payment Date||Expected to be no later than 3 September 2018||Subject to satisfaction or waiver of the Financing Condition and all of the general conditions, payment of the Purchase Price (plus Accrued Interest) for any Notes validly tendered and accepted for purchase pursuant to the Tender Offer.
If the Offeror accepts the tender of Noteholders’ Notes pursuant to the Tender Offer, Noteholders, or the custodial entity acting on such Noteholders’ behalf, must deliver to the Offeror good and marketable title to such Notes.
Subject to applicable law, the Offeror reserves the right, in its sole and absolute discretion, to (i) extend the period during which the Tender Offer is open, (ii) re-open or amend the Tender Offer in any respect, (iii) amend the timing of the Tender Offer including delaying the Expiration Deadline and/or the Payment Date and (iv) terminate the Tender Offer prior to acceptance for purchase by the Offeror of the Notes in the Tender Offer. Any extension, termination, re‑opening or amendment of the Tender Offer shall be published by the Offeror by a stock exchange release and notice to the Tender Agents. From time to time during or after completion of the Tender Offer, the Offeror or its affiliates may acquire any Notes that are not tendered and accepted in the Tender Offer through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as the Offeror may determine or as may be provided for in the terms of the Notes. The value received in any such transaction might be more or less than that offered in the Tender Offer for the Notes.
Each Noteholder participating in either Tender Offer will represent that it is not a U.S. Person (as defined in Regulation S of the Securities Act of 1933, as amended) and is not participating in such Tender Offer from the United States or it is acting on a non-discretionary basis for a principal who is not a U.S. Person and is located and resident outside the United States that is not giving an order to participate in such Tender Offer from the United States. For the purposes hereof, United States means the United States of America, 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 of America and the District of Columbia.
Lucid Issuer Services Limited is acting as tender agent in respect of the Tender Offer (the Tender Agent). Noteholders with questions about the Tender Offer should contact the Dealer Managers or the Tender Agent.
Noteholders who have Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact, and issue appropriate instructions to, such broker, dealer, commercial bank, trust company or other nominee if such noteholder desires to tender those Notes. The deadlines set by each Clearing System for the submission and withdrawal of electronic instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum can be obtained upon request by eligible Noteholders from the Tender Agent at the telephone numbers or email addresses below.
Helsinki, 22 August 2018
For further information, please contact:
Chief Executive Officer
Tel. +358 40 154 6760
Executive VP and CFO
Tel. +358 50 557 9137
Citycon Oyj (Nasdaq Helsinki: CTY1S) is a leading owner, developer and manager of urban grocery-anchored shopping centres in the Nordic and Baltic regions, managing assets that total approximately EUR 4.5 billion and with market capitalisation of approximately EUR 1.7 billion. For more information about Citycon Oyj, please visit www.citycon.com
Requests for information in relation to the Tender Offer should be directed to:
THE DEALER MANAGERS
|Deutsche Bank AG, London Branch
Winchester House1 Great Winchester StreetLondon EC2N 2DBUnited KingdomAttention: Liability Management Group
Telephone: +44 (0) 20 7545 8011
|Nordea Bank AB (publ)
c/o Nordea Danmark filial af Nordea Bank AB (publ), SverigeGrønjordsvej 10DK-2300 Copenhagen SDenmarkAttention: Nordea Liability Management
Telephone: +45 61 61 29 96
Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction should be directed to the Tender Agent:
THE TENDER AGENTS
|Lucid Issuer Services Limited
12 Argyle Walk
London WC1H 8HAUnited Kingdom Telephone: +44 (0)20 7704 0880
Attention: Thomas Choquet
The Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. person (as defined in Regulation S under the Securities Act) (a U.S. person). Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located or resident in the United States, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes, and the guarantee thereof, 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.
Each Noteholder participating in the Tender Offer will represent that it is not located in the United States, it is not participating in the Tender Offer from the United States and it is not a U.S. person, or that it is acting on a non‑discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and that is not a U.S. person. For the purposes of this and the above two paragraphs, “United States” means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
The distribution of 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 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, regardless of whether the parties contemplating divesting the Notes are aware of these restrictions or not.
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 Offer is made solely pursuant to the Tender Offer Memorandum dated 22 August 2018.
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 Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Marcel Kokkeel, CEO at Citycon Oyj.
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Noteholder is in any doubt as to the action it should take, it is recommended that such Noteholder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. None of the Offeror, the Dealer Managers, the Tender Agent or any of their affiliates are making any recommendations to the Noteholders as to whether to tender or refrain from tendering their Notes in the Tender Offer. Noteholders must decide how many Notes they will tender, if any.
The information contained in this announcement and the Tender Offer Memorandum does not constitute an invitation or inducement to engage in investment activity within the meaning of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)). In the United Kingdom, this announcement and the Tender Offer Memorandum are being distributed only to, and are directed only at, and must not be acted on or relied on by any person except, those persons who (i) have professional experience in matters relating to investments falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are existing Noteholders or other persons falling within Article 43 of the Financial Promotion Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000 in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated. This announcement and the Tender Offer Memorandum are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. Other restrictions apply, including in respect of Finland, France and Italy, as more fully set out in 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.