Citycon announces the results of its tender offer for the outstanding notes of Citycon Treasury B.V. due 2024

Citycon Oyj Stock exchange release 5 March 2024 at 13:05 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 DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" IN THE TENDER OFFER MEMORANDUM).

HELSINKI, March 5, 2024 /PRNewswire/ -- On 27 February 2024, Citycon Treasury B.V. (the "Offeror") launched an invitation to holders of its EUR 310,342,000 2.50 per cent Guaranteed Notes due 2024 guaranteed by Citycon Oyj (the "Guarantor") (ISIN: XS1114434167) issued in separate tranches on 1 October 2014 and 10 June 2020 (the "Securities"), to tender any and all of their Securities for purchase by the Offeror for cash (the "Offer") on the terms and subject to the conditions set out in the tender offer memorandum dated 27 February 2024 (the "Tender Offer Memorandum") prepared by the Offeror, including the satisfaction (or waiver) of the Financing Condition, being the successful completion (in the sole determination of the Offeror) of the issue of the New Notes (as defined below). The Offer remains subject to the offer and distribution restrictions set out in the Tender Offer Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

On 28 February 2024, the Offeror priced its EUR 300 million 6.500 per cent. Senior Unsecured Green Notes due 2029 (the "New Notes"). The New Notes are unconditionally and irrevocably guaranteed by the Guarantor. Application will be made for the New Notes to be admitted to listing and trading on the Irish Stock Exchange plc trading as Euronext Dublin. The New Notes are expected to settle on 6 March 2024.

The Offeror today announces that, subject to the satisfaction (or waiver) of the Financing Condition, it will accept for purchase EUR 213,253,000 in aggregate principal amount of Securities validly tendered pursuant to the Offer. The total purchase consideration (including Accrued Interest Payments) for Securities validly tendered and accepted for purchase pursuant to the Offer will be EUR 213,688,537.15, which will be funded using a portion of the net proceeds from the New Notes.