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Citycon Oyj - Exchange Offer 2024 (XS) - Launch

Citycon Oyj announces the launch of an invitation to Qualifying Holders (as defined in the Exchange Offer Memorandum) of the outstanding: EUR 350,000,000 Subordinated Fixed to Reset Rate Green Capital Securities issued by the Company (the “Existing Capital Securities”) to offer to exchange any and all of the Existing Capital Securities - XS2079413527

28 MAY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Euronext

Scroll below for information on previous offers


Citycon Oyj (incorporated with limited liability in Finland) (the “Company”) Announces the launch of an invitation to Qualifying Holders (as defined in the Exchange Offer Memorandum) of the outstanding: EUR 350,000,000 Subordinated Fixed to Reset Rate Green Capital Securities issued by the Company (the “Existing Capital Securities”) to offer to exchange any and all of the Existing Capital Securities for exchange consideration comprising (a) an equal principal amount of newly issued EUR-denominated subordinated fixed to reset rate green capital securities with a first call date in 10 June 2029, issued by the Company and (b) the Cash Amount (as defined and further described in the Exchange Offer Memorandum) such invitation, the “Offer”.

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"A summary of the terms of the Offer appears below:"


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"Rationale for the Offer


Hybrid instruments are a key component of the Company’s long-term capital structure and help support its credit rating and leverage metrics, which in turn remain important for the corporate strategy.


Considering the interest of all stakeholders, and with the goal to support its rating matrix, the Company has decided to offer an alternative to investors in eligible outstanding Euro denominated hybrid notes.

Investors therefore have the opportunity to participate in a voluntary exchange of existing eligible holdings into new hybrid notes, and a cash amount for participating in the exchange.


The Offer is subject to achieving a minimum new issue size of €150,000,000.


The New Capital Securities will have an initial rate of interest of 7.875% until their First Reset Dates (i.e. after 5.25 years) and thereafter a rate of interest which amounts to the sum of (a) the prevailing 5 Year EUR Mid-Swap Rate for each relevant period plus (b) the initial margin and (c) relevant step-ups."


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Citycon announces the results of its tender offer for the outstanding notes of Citycon Treasury B.V. due 2024 - XS1114434167

05 MARCH 2024


Full announcement including disclaimers and offer/distribution restrictions available via Euronext


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"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.


The final results of the Offer are as follows:



Subject to the satisfaction (or waiver) of the Financing Condition, the expected Settlement Date is 7 March 2024. Full details concerning the Offer are set out in the Tender Offer Memorandum.


The Offer has now expired and no further Securities can be tendered for purchase pursuant to the Offer."


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Citycon Treasury B.V. announces Tender Offer for its outstanding EUR 310,342,000 2.50 per cent Guaranteed Notes due 2024 - XS1114434167

27 FEBRUARY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Euronext


Citycon Treasury B.V. (the “Offeror”) announces today its invitation to holders of its outstanding 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. The Offer is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.

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Summary of the Offer


A summary of certain terms of the Offer appears below:




Rationale for the Offer


The purpose of the Offer, in conjunction with the issue of the New Notes (as defined below), is, amongst other things, to refinance the Offeror’s short-term debt maturities and manage the Offeror’s and the Guarantor’s debt maturity profile."


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