Finance

Citycon Oyj Announces Final Results of Tender Offer and Priced New Notes Issuance

Tender Offer Recapitulation and Details

Citycon Oyj, on March 5, 2024, made public through a stock exchange release a detailed announcement pertaining to a recently concluded tender offer. The offer involved the purchase of selected securities for a cash consideration, under various outlined terms and restrictions as noted in the formal Tender Offer Memorandum. Citycon Oyj advised that the offer was not meant for distribution within the United States, its territories and possessions, nor for any U.S. person as defined in the Regulation S of the U.S. Securities Act of 1933, further emphasizing regulatory compliance and restrictions on distribution.

Citycon Treasury B.V. (referred to as the "Offeror"), a connected entity, initiated this tender offer on February 27, 2024. It was an invitation targeted at holders of its EUR 310,342,000 Guaranteed Notes that were due by 2024 and backed by Citycon Oyj (identified as the "Guarantor"). These securities, denominated as the "Securities," were initially issued in differing tranches on October 1, 2014, and June 10, 2020. The tender offer's aim was to buy any and all of these securities from holders for cash, contingent upon certain conditions detailed in the Tender Offer Memorandum, particularly the Financing Condition. This condition hinged on the successful issue of new notes, known as the "New Notes".

The Offeror, subsequent to launching the tender offer, announced the pricing of the New Notes on February 28, 2024, amounting to EUR 300 million 6.500 percent Senior Unsecured Green Notes due in the year 2029. These notes are to be unconditionally and irrevocably guaranteed by Citycon Oyj, with an intention made for the notes to be listed for trading on the Irish Stock Exchange plc, which operates under the Euronext Dublin. The settlement for these New Notes was anticipated to occur on March 6, 2024.

Acceptance and Settlement of the Tender Offer

Today, Citycon Treasury B.V. has declared that subject to the satisfaction or the possibility of waiver of the Financing Condition, it will consent to acquire EUR 213,253,000 in total principal amount of the Securities that were validly tendered in response to the Offer. The total sum targeted for purchase, inclusive of accrued interest payments, is established at EUR 213,688,537.15, and will be financed using a portion of the net proceeds raised through the issuance of the New Notes.

Upon conclusion, the tender offer's final results have been summarized. Anticipating no unforeseen conditions, the expected Settlement Date for the transactions is March 7, 2024. The Tender Offer Memorandum contains comprehensive and vital details regarding the terms and stipulations of the offer.

It is important to note that the tender offer has officially reached its expiration, and, as a result, no further Securities can be tendered for purchase per the terms of the offer.

Roles and Responsibilities During the Offer

Danske Bank A/S and Deutsche Bank Aktiengesellschaft acted as Dealer Managers for the tender offer, providing necessary guidance and management services. Associated with these responsibilities may be contact details for Danske Bank, which reflect an openness to communication regarding the tender offers via their Debt Capital Markets division.

Kroll Issuer Services Limited fulfilled the role of Tender Agent, overseeing the procedural aspects of the tendering process. As the Tender Agent, Kroll offered support and administered the activities detailed on the Tender Offer Website, ensuring orderly conduct during the tendering process.

Disclaimer and Legal Notices

This announcement, coupled with the comprehensive details within the Tender Offer Memorandum, collectively act as an informative document rather than as an encouragement for the acquisition of any securities. The emphasis was placed on the advisory nature of these documents, underpinning the legal position that no actual offer or invitation to acquire any securities is being made through this announcement.

Additionally, this dispatch and the Tender Offer Memorandum’s distribution may be subject to specific legal constraints across various jurisdictions. Parties that come into possession of the announcement and memorandum bear the responsibility, as dictated by the Offeror, Dealer Managers, and Tender Agent, to understand and comply with any such restrictions.

Contact Information for Further Inquiries

For further inquiries or details, contact information for Citycon's Chief Financial Officer, Sakari Järvelä, has been provided. This indicates available channels for shareholders, investors, and other interested parties to attain additional clarifications and responses to potential queries.

Overview of Citycon Oyj

Citycon Oyj is renowned for its role as a dominant proprietor, administrator, and developer of mixed-use properties. These properties typically amalgamate necessity-based retail with other spaces such as residential, office, and municipal services, contributing to the quality of life and community vibrancy within the Nordic region. Citycon boasts of an asset portfolio valued at approximately EUR 4.0 billion, manifesting its substantial influence in the real estate market.

By focusing on sustainability and strategic property management, Citycon aligns its shopping centers in close proximity to metro areas, stressed on reinforcing local communities with direct access to public transport. Moreover, these centers are secured by essential services such as grocery stores, healthcare facilities, and multifarious services catering to the daily requirements of its patrons.

Citycon benefits from an investment-grade credit rating awarded by Standard & Poor's, which currently stands at BBB-. Adding to its financial stature, the company’s shares are actively traded on Nasdaq Helsinki Ltd., offering investors a transparent and regulated avenue for equity participation in the company’s ventures.

For more information, access to Citycon’s website is recommended, where stakeholders can glean comprehensive data on the company’s operations, financial health, and strategic initiatives.

In Summary

The wrap-up of the tender offer by Citycon Oyj and the issuance of the priced New Notes mark pivotal financial exercises indicative of Citycon’s strategic maneuvers within the capital markets. With these efforts, the company continues to maintain and enhance its fiscal posture while adhering strictly to relevant regulations and market best practices.

For additional resources and to gain further insight into Citycon’s financial operations or to view the entire Tender Offer Memorandum with offer details, interested parties can utilize the provided links, fostering transparency and access to important corporate documents.

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For more information about Citycon Oyj and their operations or to view their official press release, please visit www.citycon.com.

(Note: The linking to external resources such as email addresses, website URLs, and phone numbers is based on verbatim inclusion from the scraped news content. These have been provided in the article to facilitate user navigation and in anticipation of possible queries regarding the tender offer.)

For Citycon's commitment to sustainable property management and its investment-grade credit rating, visit Citycon's official page.

In closing, Citycon's recent navigation of the capital market and its intricate financial dealings reflect the company’s progressive financial strategy and commitment to sustainable growth. These activities are reinforced by the comprehensive information provided in the Tender Offer Memorandum and through the easily accessible contact points for the company’s CFO and other officials. This demonstrates Citycon's dedication to transparency and the fulfillment of its fiduciary duties toward its stakeholders.