Inside Information: Citycon Oyj Announces Tender Offer for Certain NOK Senior Unsecured Notes Issued by Citycon Treasury B.V.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING WITHOUT LIMITATION 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) 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 ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" IN THE TENDER INFORMATION DOCUMENT).

Today, Citycon Oyj ("Citycon") is launching an offer to the holders of its subsidiary's Citycon Treasury B.V.'s NOK 1.4bn 3.900% notes due September 2025 (of which NOK 1.3bn remains outstanding) (ISIN NO0010744139) and NOK 1.0bn 2.750% notes due September 2025 (of which NOK 1.0bn remains outstanding) (ISIN NO0010805898) (the "Notes"), to tender any and all of their Notes for purchase by Citycon for cash at fixed purchase prices of 99.75% and 99.17%, respectively (the "Purchase Prices"), of the nominal amount of the Notes plus an amount equal to accrued and unpaid interest in accordance with the terms and conditions of the Notes (the "Tender Offer"). The Purchase Prices offered in the Tender Offer corresponds to the expected Make Whole Call price if such had been exercised as of this announcement. The Notes will be repurchased subject to the terms and conditions described in the tender information document dated 3 December 2024 attached to this stock exchange release (referred to as the "Tender Information Document").

Concurrently with the Tender Offer, Citycon announced via a stock exchange release on 3 December 2024 that Citycon Treasury B.V. (the "Issuer") intends to issue new EUR denominated senior unsecured notes with an expected tenor of 5.25 years (the "New Notes"). The Issuer has mandated Deutsche Bank and Nordea as global coordinators and Danske Bank, OP Corporate Bank, SEB and Swedbank as joint bookrunners in respect of the issuance of the New Notes.

Pursuant to condition 10.2 of the Bond Agreement for outstanding NOK 1.4bn 3.900% notes due September 2025 (ISIN NO0010744139) and condition 6.3(b) of the Terms and Conditions for outstanding NOK 1.0bn 2.750% notes due September 2025 (ISIN NO0010805898), the Notes contain Make-Whole Redemption options. The company reserves the right to utilize these call options following this Tender Offer or in the future.

The purpose of the Tender Offer is, among other things, to proactively improve Citycon group's liability composition and debt maturity profile.

The Tender Offer expires at 14:00 CET on 9 December 2024, unless extended, reopened, withdrawn, or terminated at the sole discretion of Citycon. Settlement of the Tender Offer is expected to occur on or around 13 December 2024.

The terms and conditions of the Notes will continue to be in effect for noteholders who do not participate in the Tender Offer and/or whose Notes are not accepted for repurchase by Citycon. The full terms and conditions of the Tender Offer can be found in the Tender Information Document.

Sole Dealer Manager: Nordea Bank Abp, nordealiabilitymanagement@nordea.com

DISCLAIMER

This announcement must be read in conjunction with the Tender Information Document. The distribution of this announcement and the Tender Information Document in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Information Document comes are required by each of Citycon and the Sole Dealer Manager to inform themselves about, and to observe, any such restrictions.

CITYCON OYJ

For further information, please contact: 

Eero Sihvonen
CFO and Member of the Board of Directors

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 4.0 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 an investment-grade credit rating from Standard & Poor's (BBB-). Citycon Oyj's shares are listed on Nasdaq Helsinki Ltd.

www.citycon.com

his information constitutes inside information that Citycon Oyj is obliged to publish in accordance with the EU Market Abuse Regulation. The information was submitted, through the agency of the above contact persons, for publication on 3 December 2024 at 09:30 CET.