Citycon Oyj Inside information 11 August 2025 at 11:30 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 ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
Citycon Oyj (the "Company") announces today its separate invitations to holders of the outstanding EUR 265,721,000 Subordinated Fixed to Reset Rate Green Capital Securities issued by the Company on 10 June 2024 (ISIN: XS2830463118) and EUR 350,000,000 Subordinated Fixed to Reset Rate 5.25 year Non-Call Undated Green Capital Securities issued by the Company on 22 November 2019 (ISIN: XS2079413527) (together, the "Securities" and each a "Series"), to tender their Securities for purchase by the Company for cash (such invitations together, the "Offers", and each an "Offer") at prices to be determined pursuant to a separate modified Dutch auction in respect of each Series, on the terms and subject to the conditions set out in the tender offer memorandum dated 11 August 2025 (the "Tender Offer Memorandum") prepared by the Company. The Offers are subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offers
A summary of certain terms of the Offers appears below:
| Securities | ISIN / Common Code | Current Coupon | Outstanding Principal Amount | First Optional Redemption Date | First Reset Date | Minimum Purchase Price | Maximum Acceptance Amount |
| EUR 265,721,000 Subordinated Fixed to Reset Rate Green Capital Securities issued on 10 June 2024 | XS2830463118 / 283046311 | 7.875 per cent. | EUR 265,721,000 | 10 June 2029 | 10 September 2029 | 102.00 per cent. | The Company proposes to accept, on the terms and subject to the conditions described in the Tender Offer Memorandum, up to EUR 50,000,000 in aggregate principal amount of the Securities (the "Maximum Acceptance Amount") for purchase pursuant to the Offers. The Company reserves the right, in its sole and absolute discretion, to purchase more or less than the Maximum Acceptance Amount. The Company will determine the aggregate principal amount of Securities of the relevant Series which the Company elects to purchase pursuant to the relevant Offer (each, a "Series Acceptance Amount") in its sole and absolute discretion. |
| EUR 350,000,000 Subordinated Fixed to Reset Rate 5.25 year Non-Call Undated Green Capital Securities issued by the Company on 22 November 2019 | XS2079413527 / 207941352 | 7.074 per cent. | EUR 24,000,000 | 25 November 2024 | 22 February 2025 | 90.00 per cent. |
Rationale for the Offers
The purpose of the Offers is, amongst other things, to optimise the Company's capital structure.
Details of the Offers
Purchase Prices - Modified Dutch Auction Procedure
The price the Company will pay for Securities of each Series validly tendered and accepted for purchase by the Company pursuant to the relevant Offer will be determined pursuant to a modified Dutch auction procedure, as described in the Tender Offer Memorandum (the "Modified Dutch Auction Procedure").
Under the Modified Dutch Auction Procedure, the Company will determine, in its sole and absolute discretion, (i) each Series Acceptance Amount (if any) and (ii) a single purchase price (expressed as a percentage of the principal amount of the relevant Securities) for the Securities of each relevant Series (each such price a "Purchase Price"). The Purchase Price for the Securities of each relevant Series will be the price at which it will accept to purchase the Securities of each Series, in accordance with the Modified Dutch Auction Procedure described in the Tender Offer Memorandum.
The Purchase Price in respect of the 2024 Securities will not be less than 102.00 per cent. of the principal amount of the relevant 2024 Securities and will otherwise be the highest price that will enable the Company to purchase the validly tendered 2024 Securities in an aggregate principal amount equal to the Series Acceptance Amount for the 2024 Securities.
The Purchase Price in respect of the 2019 Securities will not be less than 90.00 per cent. of the principal amount of the relevant 2019 Securities and will otherwise be the highest price that will enable the Company to purchase the validly tendered 2019 Securities in an aggregate principal amount equal to the Series Acceptance Amount for the 2019 Securities.
Maximum Acceptance Amount and Series Acceptance Amount
The Company proposes to accept, on the terms and subject to the conditions described in the Tender Offer Memorandum, Securities for purchase up to EUR 50,000,000 in aggregate principal amount of the Securities (the "Maximum Acceptance Amount"). The Company will determine the aggregate principal amount of Securities of the relevant Series which the Company elects to purchase pursuant to the relevant Offer (each, a "Series Acceptance Amount") in its sole and absolute discretion, which may be less or more than the Maximum Acceptance Amount.
The total purchase consideration for Securities validly tendered and accepted for purchase (including Accrued Interest Payments) will be funded by cash on the Company's balance sheet. The Company is not under any obligation to accept for purchase any Securities validly tendered pursuant to the Offers. The acceptance for purchase by the Company of Securities tendered pursuant to the Offers is at the sole and absolute discretion of the Company and tenders may be rejected for any reason, subject to applicable law.
Accrued Interest Payment
In addition to the Purchase Price, the Company will also pay, on the Settlement Date, an Accrued Interest Payment in respect of Securities accepted for purchase pursuant to the Offers.
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to, the relevant Offer, Holders must validly tender their Securities by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 19 August 2025 (the "Expiration Deadline").
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum. A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series.
Tender Instructions may be submitted on a "competitive" or a "non-competitive" basis as follows:
Competitive Tender Instructions
In respect of any Series, a Holder of Securities may submit one or more Competitive Tender Instructions in respect of the Securities prior to the Expiration Deadline, provided that the aggregate principal amount outstanding of the Securities of the relevant Series that are the subject of these Competitive Tender Instructions does not exceed the aggregate principal amount of Securities of the relevant Series that each such Holder holds.
Competitive Tender Instructions must specify:
- the Offer Price (expressed as a percentage, and which must be expressed in an integral increment of 0.05 per cent. above the Minimum Purchase Price) that such Holder would be willing to accept as the Purchase Price in respect of the Securities of the relevant Series that are the subject of the particular Tender Instruction. In the event that any Tender Instruction in respect of Securities specifies an Offer Price that is not the Minimum Purchase Price or an integral increment of 0.05 per cent. above the Minimum Purchase Price, the Offer Price so specified shall be rounded up to the nearest such increment of 0.05 per cent. above the relevant Minimum Purchase Price, and the Tender Instruction shall be deemed to have specified such figure as the Offer Price; and
- the aggregate principal amount of Securities of the relevant Series, at a minimum principal amount of €100,000, being the minimum denomination for such Series (the "Minimum Denomination"), and in integral multiples of €1,000 in excess thereof, that the relevant Holder is tendering at that Offer Price.
In respect of any Series, the Company will not accept for purchase any validly tendered Securities pursuant to Competitive Tender Instructions unless it has also accepted for purchase all validly tendered Securities pursuant to Non-Competitive Tender Instructions.
If the Company accepts a Competitive Tender Instruction (or Competitive Tender Instructions), the relevant Holder(s) will receive the Purchase Price for the tendered Securities of the relevant Series, as determined by the Company in accordance with the Modified Dutch Auction Procedure, which shall be binding on all relevant Holders. The Company will pay the relevant Purchase Price to each Holder whose Competitive Tender Instruction is accepted, even if the relevant Purchase Price is higher than the Offer Price specified by the tendering Holder in its Competitive Tender Instruction. In the event that the Competitive Tender Instructions submitted at or below the relevant Purchase Price (following acceptance of all Non-Competitive Tender Instructions as described below under "Acceptance of Tender Instructions") result in more Securities of the relevant Series being offered than the relevant Series Acceptance Amount, such Competitive Tender Instructions tendering the relevant Securities at the relevant Purchase Price will be accepted on a pro rata basis (as described below under "Scaling").
Non-Competitive Tender Instructions
Alternatively, in respect of any Series, Holders of Securities may submit one or more Non-Competitive Tender Instructions in respect of the Securities prior to the Expiration Deadline. Non-Competitive Tender Instructions need not specify an Offer Price, but must specify the aggregate principal amount of Securities of the relevant Series at a minimum principal amount of €100,000, being the minimum denomination of each Series, and in integral multiples of €1,000 in excess thereof, that the relevant Holder is offering pursuant to such Non-Competitive Tender Instruction. If no Competitive Tender Instructions are tendered, the Purchase Price will be based on the Minimum Purchase Price.
In respect of either Series, the Company will accept all Non-Competitive Tender Instructions if it accepts any Competitive Tender Instructions. If the Company accepts a Non-Competitive Tender Instruction, the relevant Holder will receive the Purchase Price for the Securities of the relevant Series, as calculated by the Company in accordance with the Modified Dutch Auction Procedure, which shall be binding on all relevant Holders.
In the event that the Non-Competitive Tender Instructions submitted result in more Securities of a Series being offered than the applicable Series Acceptance Amount, such Non-Competitive Tender Instructions will be accepted on a pro rata basis (as described below under "Scaling") such that the aggregate principal amount of Securities of such Series accepted for purchase is no greater than the relevant Series Acceptance Amount.
Tender Instructions that do not specify an Offer Price, or that specify an Offer Price equal to, or below, the relevant Minimum Purchase Price will be treated as Non-Competitive Tender Instructions. The applicable Purchase Price for Non-Competitive Tender Instructions shall in no circumstances be less than the relevant Minimum Purchase Price.
Acceptance of Tender Instructions
In respect of any Series, once the Company has determined the Purchase Price for that Series, the Company will accept Tender Instructions in the following order:
- first, all validly submitted Non-Competitive Tender Instructions in respect of that Series will be accepted, subject to possible scaling in the event that such Tender Instructions have been submitted with respect to a greater principal amount than the relevant Series Acceptance Amount;
- second, all validly submitted Competitive Tender Instructions that specify Offer Prices lower than the applicable Purchase Price will be accepted in full; and
- third, all validly submitted Competitive Tender Instructions that specify Offer Prices equal to the applicable Purchase Price will be accepted, subject to possible scaling in the event that such Competitive Tender Instructions, when aggregated with all Tender Instructions referred to above and accepted for purchase, results in a greater aggregate principal amount than the relevant Series Acceptance Amount.
"Offer Price" means, in respect of the Securities of a Series, the price (expressed as a percentage of the aggregate principal amount of the relevant Securities) specified (or deemed to be specified) by a Holder in its Tender Instruction which such Holder would be willing to accept as the Purchase Price for the relevant Securities that are the subject of such Tender Instruction.
Scaling
In the circumstances described in the Tender Offer Memorandum in which Securities of a Series validly tendered pursuant to an Offer are to be accepted on a pro rata basis, each such tender will be scaled by a factor ("Scaling Factor") equal to (i) the relevant Series Acceptance Amount less any validly tendered Securities of such Series which are being accepted in full, divided by (ii) the aggregate principal amount of the Securities of such Series that have been validly tendered and which are being accepted subject to scaling (subject to adjustment to allow for the aggregate principal amount of Securities of such Series accepted for purchase, following the rounding of Tender Instructions as set out below, to equal the relevant Series Acceptance Amount exactly). Each tender of Securities that is scaled in this manner will be rounded down to the nearest €1,000 in principal amount, in the manner set out in further details in the Tender Offer Memorandum.
Indicative Timetable for the Offers
| Events | Times and Dates(All times are London time) |
| Commencement of the Offers | |
| Offers announced. Tender Offer Memorandum available from the Tender Agent. | 11 August 2025 |
| Expiration Deadline | |
| Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Holders to be able to participate in the Offers. | 4.00 p.m. on 19 August 2025 |
| Announcement of Results of the Offers | |
| Announcement of the Company's decision of whether to accept valid tenders of Securities of the relevant Series pursuant to the Offers and, if so accepted, (i) each Series Acceptance Amount, (ii) details of any pro rata scaling, and (iii) the Purchase Price for each relevant Series. | As soon as reasonably practicable following the Expiration Deadline (expected to be on 20 August 2025) |
| Settlement Date | |
| Expected Settlement Date for the Offers. | 22 August 2025 |
The above times and dates are subject to the right of the Company to extend, re-open, amend, waive any condition of and/or terminate the Offers (subject to applicable law and as provided in the Tender Offer Memorandum). Holders are advised to check with any bank, securities broker, custodian, trust company, direct participant or other intermediary through which they hold Securities by when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. See "Procedures for Participating in the Offers" in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication via the RIS publication section of the website of the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") (https://direct.euronext.com/#/rispublication) and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Informa IGM Insider Screen and by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. In addition, Holders may contact the Dealer Manager for information using the contact details below.
Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.
Deutsche Bank Aktiengesellschaft (Telephone: +44 20 7545 80 11; Attention: Liability Management Group) is acting as Dealer Manager for the Offers and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen Morris; Email: citycon@is.kroll.com; Tender Offer Website: https://deals.is.kroll.com/citycon) is acting as Tender Agent for the Offers.
Questions and requests for assistance in connection with (i) the Offers may be directed to the Dealer Manager; and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are set out above.
DISCLAIMER 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 Offers. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax, legal or other adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company, direct participant or other nominee or intermediary must contact such entity if it wishes to tender such Securities pursuant to the Offers. None of the Company, the Dealer Manager or the Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons or any affiliate of such persons, makes any recommendation as to whether Holders should tender Securities pursuant to the Offers.
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 Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Eero Sihvonen, CFO at Citycon Oyj.
Offer and Distribution Restrictions
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 Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Securities (and tenders of Securities in the Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
United States: The Offers are 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 or to any U.S. Person (as defined in Regulation S of the Securities Act). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 a U.S. Person and the Securities cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within, or by persons located or resident in, the United States or by any U.S. Person. Any purported tender of Securities in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by 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.
Each Holder participating in the Offers will represent that it is not a U.S. Person located in the United States and is not participating in such Offer from the United States, or 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 such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "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.
Italy: None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). The Offers are being carried out in the Republic of Italy ("Italy") as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Holders or beneficial owners of the Securities can tender some or all of their Securities pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities and/or the Offers.
United Kingdom: The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France: The Offers are not being made, directly or indirectly, in the Republic of France ("France"). None of this announcement, or the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129, as amended. The Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
Finland: None of the Offers, this announcement or the Tender Offer Memorandum shall be deemed to constitute any offering of securities or any bid for securities as defined in the Finnish Securities Market Act (746/2012, as amended). The Offers are not made to the public either inside or outside of the Republic of Finland ("Finland"). The Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be approved or authorised by the Finnish Financial Supervisory Authority nor any other competent authority.
CITYCON
For further information, please contact:
Eero Sihvonen
CFO
Contact requests through:
Anni Torkko
Investor Relations Manager
Tel. +358 45 358 0570
anni.torkko@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 3.8 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's shares are listed on Nasdaq Helsinki Ltd.
www.citycon.com
