Citycon Oyj   Inside Information   29 May 2023 at 11:00 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 AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” IN THE TENDER OFFER MEMORANDUM).

On 22 May 2023, Citycon Oyj (the “Company”) launched its invitation to holders of the EUR 457,617,000 2.50 per cent Guaranteed Notes due 2024 of Citycon Treasury B.V. guaranteed by the Company (ISIN: XS1114434167) issued in separate tranches on 1 October 2014 and 10 June 2020 (the “Securities”), to tender such Securities for purchase by the Company for cash (the “Offer”), on the terms and subject to the conditions set out in the tender offer memorandum dated 22 May 2023 (the “Tender Offer Memorandum”) prepared by the Company. The Offer remains subject to the offer and distribution restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Company today announces that it will accept for purchase EUR 138,275,000 in aggregate principal amount of Securities validly tendered pursuant to the Offer. The total purchase consideration (including Accrued Interest Payments) for Securities validly tendered and accepted for purchase pursuant to the Offer will be EUR 137,110,080.32 (the “Total Purchase Consideration”), which will be funded by cash on the Company’s balance sheet.

The final results of the Offer are as follows:

Securities ISIN / Common Code Acceptance Amount Scaling Factor Aggregate Nominal Amount of the Securities Outstanding after settlement on the Settlement Date
EUR 457,617,000 2.50 per cent Guaranteed Notes due 2024 XS1114434167 / 111443416 EUR 138,275,000 Not applicable EUR 319,342,000

All Securities validly tendered have been accepted for purchase by the Company.

The expected Settlement Date is 31 May 2023. Full details concerning the Offer are set out in the Tender Offer Memorandum.

The Offer has now expired and no further Securities can be tendered for purchase pursuant to the Offer.


This announcement is released by Citycon Oyj and contains information that qualifies 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 Bret McLeod, CFO at Citycon Oyj.

Danske Bank A/S (Telephone: +45 33 64 88 51, Email: liabilitymanagement@danskebank.dk, Attention: Debt Capital Markets), Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 8011; Attention: Liability Management Group) and Skandinaviska Enskilda Banken AB (publ) (Telephone: +44 78 1842 6149; E-mail: liabilitymanagementdcm@seb.se; Attention: Liability Management) are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Thomas Choquet; Email: citycon@is.kroll.com; Tender Offer Website: https://deals.is.kroll.com/citycon) is acting as Tender Agent for the Offer.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.  No offer or invitation to acquire any securities is being made pursuant to this announcement.


The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.


CITYCON OYJ

For further information, please contact:
Bret McLeod
Chief Financial Officer
Tel. +46 73 326 8455
bret.mcleod@citycon.com

Sakari Järvelä
VP, Corporate Finance and Investor Relations
Tel. +358 50 387 8180
sakari.jarvela@citycon.com

Citycon is a leading owner, manager and developer of mixed-use real estate featuring modern, necessity-based retail with residential, office and municipal service spaces that enhance the communities in which they operate. Citycon is committed to sustainable property management in the Nordic region with assets that total approximately EUR 4.2 billion. Our centres are located in urban hubs in the heart of vibrant communities with direct connections to public transport and anchored by grocery, healthcare and other services that cater to the everyday needs of customers.

Citycon has investment-grade credit ratings from Moody's (Baa3) and Standard & Poor's (BBB-). Citycon’s shares are listed on Nasdaq Helsinki Ltd.


www.citycon.com

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