CITYCON OYJ Stock Exchange Release 18.11.2019 at 11:40 hrs
NOT TO BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO OR TO ANY PERSON LOCATED IN OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (TOGETHER THE "UNITED STATES"), AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Citycon Oyj (“Citycon”) announced on 7 November 2019 that it is considering issuance of euro-denominated green capital securities (“Capital Securities”). Citycon confirms its intention to issue the Capital Securities in an amount of up to EUR 400 million. The Capital Securities will be offered mainly to European, including Nordic, institutional investors through a book building process. The issuance of the Capital Securities is expected to take place in November, subject to market conditions. Citycon will apply for the Capital Securities to be admitted to the Official List of the Irish Stock Exchange, trading as Euronext Dublin, and to trading on its regulated market.
The Capital Securities will be subordinated to certain other debt obligations and will be treated as equity in Citycon’s consolidated financial statements prepared in accordance with IFRS. The Capital Securities will not confer on their holders the rights of a shareholder nor will they dilute the holdings of the current shareholders.
An amount equal to the net proceeds from any potential issuance of Capital Securities is intended to be allocated to the (re)financing of new or existing assets, developments or projects that meet Citycon’s green financing framework requirements. Citycon expects to apply a portion of the net proceeds of any potential issue to purchasing certain euro-denominated bonds issued by the Citycon Group which are validly tendered and accepted for purchase in accordance with the tender offers launched by Citycon on 7 November 2019, to the repayment and repurchase of the existing indebtedness of the Citycon Group, including purchasing certain NOK-denominated bonds, and for general corporate purposes (including investments, acquisitions and development projects).
Citycon’s green financing framework reflects practices that support the transition to a sustainable and low carbon economy through the development of green assets. Proceeds allocated in accordance with the framework will be used to finance or re-finance eligible green assets in categories green buildings, energy efficiency, renewable energy or waste management.
Citycon has mandated Citigroup Global Markets Limited, Danske Bank A/S, Swedbank AB (publ) and UBS Europe SE as joint bookrunners. Citycon will announce further information after the placement of the Capital Securities.
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 shares are listed on Nasdaq Helsinki Ltd. stock exchange.
Important regulatory notice
This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to buy or subscribe for, any securities in the United States or any other jurisdiction nor shall it (or any part of this announcement) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment. Recipients of this announcement who intend to purchase any securities are reminded that any such purchase or subscription must be made solely on the basis of the information contained in any final form prospectus published in connection with any such securities, which if and when published will be available on the website of the Central Bank of Ireland. The transaction described above and the distribution of this announcement and other information in connection with the transaction in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This communication is not an offer of securities for sale in the United States, Australia, Canada, Japan or any other jurisdiction where to do so would be unlawful. Citycon Oyj has not registered, or does not intend to register, securities in any of these jurisdictions or to conduct an offer of securities for sale in any of these jurisdictions. In particular, no securities of Citycon Oyj have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and such securities may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws.
MiFID II professionals/ECPs-only - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
This announcement is directed only at (i) persons who are outside the United Kingdom (ii) to investment professionals falling within the definition of "investment professionals" under Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons").
The Capital Securities may not be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (a) to an institutional investor (as defined in section 4a of the Securities and Futures Act (chapter 289 of Singapore), as modified or amended from time to time (the “SFA”)) pursuant to section 274 of the SFA, (b) to a relevant person (as defined in section 275(2) of the SFA) pursuant to section 275(1) of the SFA, or any person pursuant to section 275(1a) of the SFA, and in accordance with the conditions specified in section 275 of the SFA, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Similar ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating.