(Información remitida por la empresa firmante)
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” BELOW).
HELSINKI, May 22, 2023 /PRNewswire/ — Citycon Oyj (the “Company”) announces today its invitation to holders of the outstanding 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 is 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 Offer
A summary of certain terms of the Offer appears below:
Rationale for the Offer
The purpose of the Offer is, amongst other things, to deleverage the Company’s balance sheet and manage the debt maturity profile.
Details of the Offer
Purchase Price
The price the Company will pay for Securities validly tendered and accepted for purchase by the Company pursuant to the Offer will be EUR 975 per EUR 1,000 in principal amount.
Maximum Acceptance Amount and 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 a maximum principal amount (the “Maximum Acceptance Amount”) such that the total purchase consideration for Securities validly tendered and accepted for purchase (including Accrued Interest Payments) does not exceed EUR 175,000,000. 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 which the Company elects to purchase pursuant to the Offer (the “Acceptance Amount”) in its sole and absolute discretion.
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 validly tendered Securities pursuant to the Offer. The acceptance for purchase by the Company of Securities tendered pursuant to the Offer is at the sole and absolute discretion of the Company and tenders may be rejected for any reason, subject to applicable law. The Company reserves the right at any time to waive any or all of the conditions of the Offer as set out in the Tender Offer Memorandum.
Accrued Interest Payment
The Company will also pay, on the Settlement Date, an Accrued Interest Payment in respect of Securities accepted for purchase pursuant to the Offer.
Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to the 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 26 May 2023 (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.
Scaling
In the circumstances described in the Tender Offer Memorandum in which Securities validly tendered pursuant to the Offer are to be accepted on a pro rata basis, each such tender will be scaled by a factor equal to (i) the Acceptance Amount, divided by (ii) the aggregate principal amount outstanding of the Securities that have been validly tendered (subject to adjustment to allow for the aggregate principal amount of Securities accepted for purchase, following the rounding of Tender Instructions as set out below, to equal the 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 the Tender Offer Memorandum.
Indicative Timetable for the Offer
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 Offer (subject to applicable law and as provided in the Tender Offer Memorandum). Holders are advised to check with any bank, securities broker 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 Offer 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 Offer” in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offer 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 Reuters 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 Offer. In addition, Holders may contact the Dealer Managers 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 Offer.
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.
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