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Citycon Oyj announced on 25 May 2015 that it had entered into an agreement to acquire all the shares in the Norwegian shopping centre company Sektor Gruppen AS and convened an extraordinary general meeting of shareholders to resolve on an authorization for the Board of Directors to decide on a rights issue of approximately EUR 600 million (the "Rights Issue"). The proceeds from the Rights Issue would be used for the financing of the Sektor acquisition, together with certain bridge financing arrangements and Citycon's existing financing facilities, if necessary. The debt-free acquisition price of Sektor is approximately EUR 1,467 million (NOK 12,320 million, based on the exchange rate 8.4), subject to customary balance sheet and post-closing adjustments.
Citycon has agreed on changes to the bridge financing arrangements relating to the financing of the Sektor acquisition, whereby the bridge financing will consist of bridge financing facilities in an aggregate amount of EUR 400 million granted by Danske Bank A/S, Helsinki Branch (“Danske Bank”) and Pohjola Bank plc (“Pohjola Bank”) only. The bridge financing facilities have a maturity of one year and are subject to customary conditions, mainly Citycon executing all the other financing arrangements relating to the Sektor acquisition as planned, including the Rights Issue. Assuming that the extraordinary general meeting of Citycon approves the Rights Issue authorization on 15 June 2015, the Rights Issue is expected to be launched in June 2015. Danske Bank, Kempen & Co N.V. and Pohjola Bank are acting as global coordinators and bookrunners in the Rights Issue.
As announced earlier, in addition to the bridge financing, waivers have been obtained for approximately EUR 671 million of the existing bank financing facilities of Sektor to remain in place post-closing. Citycon also intends to refinance three secured bonds issued by Sektor amounting to approximately EUR 222 million (NOK 1,865 million) in total through an early redemption by Sektor of its outstanding bonds in connection with the completion of the transaction. In addition, an old vendor loan in Sektor of approximately EUR 42 million (NOK 350 million) will be settled.
After closing, Citycon will consider available alternatives to optimise its long term financial structure and refinance the bridge financing facilities and existing Sektor debt within the next year, including but not limited to issuance of bonds and divestments of non-core assets. Citycon's identified non-core portfolio amounts to approximately EUR 300 million, which management expects to divest during the next years.
Further information on the acquisition of Sektor Gruppen has been disclosed in Citycon's stock exchange release of 25 May 2015.
Helsinki, 2 June 2015
CITYCON OYJ
Board of Directors
Media enquiries:
Geelmuyden Kiese (advisor to Citycon)
Tel. +47 482 00 570
helge.lunde@gknordic.com
Investor enquiries:
Henrica Ginström
Tel. +358 50 554 4296
henrica.ginstrom@citycon.com
About Citycon
Citycon is a leading owner, manager and developer of urban grocery-anchored shopping centres in the Nordic and Baltic region, managing assets that total approximately EUR 3.4 billion and with market capitalisation of EUR 1.8 billion. Citycon is the No. 1 shopping centre owner in Finland and Estonia and among the market leaders in Sweden. Citycon has also established a foothold in Denmark. www.citycon.com
About Sektor
Sektor Gruppen AS is the second largest company in managing, developing and marketing of shopping centres in Norway. Sektor’s portfolio consists of 20 fully and majority-owned shopping centres, 4 minority-owned centres, 2 rented shopping centres and 8 managed shopping centres. With these 34 shopping centres, Sektor creates excellent shopping experiences for its customers in partnership with tenants. Sektor’s total portfolio under management has a gross leasable area of more than 600,000 sq.m. www.sektor.no
DISCLAIMER
This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Citycon does not intend to register any portion of the Rights Issue in the United States or to conduct a public offering of securities in the United States.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
No public offer or invitation to acquire securities of Citycon is being made by or in connection with this release. Any such offer will be made solely by means of a prospectus once it has been approved by the Finnish Financial Supervisory Authority and published in accordance with the law, and any supplement thereto. This document is being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (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”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States, Canada, South Africa, Australia, Hong Kong or Japan or to any other jurisdiction where such announcement or publication would be unlawful. 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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. Any subscription for shares in the proposed Rights Issue should be made solely on the basis of the information contained in the prospectus to be issued by Citycon in due course.
This announcement contains certain forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Citycon disclaims any obligation to update any forward-looking statements contained in this announcement, except as required pursuant to applicable law.