Citycon Oyj - Other information disclosed according to the rules of the Exchange

Citycon announces the final results of its offer to exchange existing EUR 350 million green capital securities against a consideration of new capital securities and a cash amount

CITYCON OYJ   Stock exchange release   6 June 2024 at 12:15 hrs

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY TO ANY U.S.
PERSON AS DEFINED IN REGULATION S OF THE SECURITIES ACT 1933, AS AMENDED (THE
“SECURITIES ACT”) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS (COLLECTIVELY, “THE UNITED STATES”) OR
IN ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.
On 28 May 2024, Citycon Oyj (“Citycon” or the “Company”) announced the launch of
an offer to holders of the outstanding EUR 350 million green capital securities
issued by the Company on 22 November 2019, of which a principal amount of
approximately EUR 292 million remains outstanding (the “Existing Capital
Securities”) to exchange the Existing Capital Securities for an exchange
consideration comprising (a) new EUR-denominated green capital securities to be
issued by the Company (the “New Capital Securities”) in an aggregate nominal
amount equal to the aggregate principal amount of Existing Capital Securities
accepted for exchange by the Company, and (b) a cash amount, equal to 4.75 per
cent of the aggregate nominal amount of Existing Capital Securities accepted for
exchange by the Company, as defined and further described in the exchange offer
memorandum dated 28 May 2024 (the “Exchange Offer Memorandum”) (the “Offer”).
The Offer was conditional upon the satisfaction (or waiver by the Company in its
sole and absolute discretion) of a new issue minimum size condition, being the
issuance of New Capital Securities in an aggregate nominal amount of at least
EUR 150 million (the “New Issue Minimum Size Condition”).
The Company announces the satisfaction of the New Issue Minimum Size Condition
and therefore that it will accept all valid offers to participate pursuant to
the Offer.
The final results of the Offer are set out in the table below:

Aggregate nominal       ISIN /        Aggregate        Aggregate cash
amount of Existing      Common Code   nominal amount   amount to be paid
Capital                               of New           to
Securities accepted by                Capital          qualifying
the Company under the                 Securities to    holders pursuant
Offer                                 be issued        to the
                                                       Offer
EUR 265,721,000         XS2079413527  EUR 265,721,000  EUR 12,621,747.50
                        /207941352

Commenting on the results of the Offer, Sakari Järvelä, Chief Financial Officer
of Citycon:

“We are pleased with the successful execution of this transaction, marking a
significant milestone in securing our stable credit profile. This transaction
also underscores our commitment to maintaining an investment-grade credit
rating. With acceptance by over 90% of holders, it confirms Citycon's access to
capital markets and our attractiveness to investors.”

The settlement date for the Offer, when the New Capital Securities will be
issued and the cash amount paid by the Company, is expected to be on 10 June
2024.

The details of the results of the Offer are more fully described in the attached
Results Announcement.

CITYCON OYJ
For further information, please contact:
Sakari Järvelä
Chief Financial Officer
Tel. +358 50 387 8180
sakari.jarvela@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 4.1 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 investment-grade credit rating from Standard & Poor's (BBB-).
Citycon Oyj's shares are listed on Nasdaq Helsinki.
www.citycon.com

Important regulatory notice
This announcement must be read in conjunction with the Exchange Offer Memorandum
which has been prepared by the Company in relation to the Offer. This
announcement and the Exchange Offer Memorandum contain important information
which should be read carefully before any decision is made with respect to the
Offer. If you are in any doubt as to the action it should take, it is
recommended to seek your own financial, legal, regulatory and investment advice
from your stockbroker, bank manager, legal adviser, tax adviser, accountant or
other appropriately authorized independent financial adviser.

This announcement and the Exchange Offer Memorandum do not constitute an
invitation to participate in the Offer in or from any jurisdiction in or from
which, or to or from any person to or from whom, it is unlawful to make such
invitation under applicable securities laws. The distribution of this
announcement and the Exchange Offer Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement and the
Exchange Offer Memorandum come are required by the Company to inform themselves
about and to observe, any such restrictions.

The Offer is 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. 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 Exchange Offer Memorandum and any other documents or
materials relating to the Offer is 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 Existing Capital Securities cannot
be submitted in the Offer 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 submission of Existing Capital Securities in the
Offer resulting directly or indirectly from a violation of these restrictions
will be invalid and any purported submission of Existing Capital 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.

Neither this announcement nor the Exchange Offer Memorandum is an offer of
securities for sale in the United States or to U.S. Persons. Securities may not
be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act. The New
Capital Securities have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other jurisdiction of the
United States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or benefit of, U.S.
Persons.

Each holder of Existing Capital Securities participating in the Offer will
represent that it is not a U.S. Person located in the United States and is not
participating in the 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 the 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.

This announcement and the Exchange Offer Memorandum do not constitute a
prospectus for the purposes of Regulation (EU) 2017/1129, as amended (the
“Prospectus Regulation”).

In any European Economic Area (“EEA”) member state (each, a “Member State”),
this announcement and the Exchange Offer Memorandum and any other documents or
materials relating to the Offer are only addressed to and is only directed at
qualified investors, within the meaning of the Prospectus Regulation, in that
Member State.

This announcement and the Exchange Offer Memorandum have been prepared on the
basis that the Offer in any Member State will be made pursuant to an exemption
under the Prospectus Regulation from the requirement to produce a prospectus.

Each person in a Member State who receives any communication in respect of the
Offer contemplated in this announcement and the Exchange Offer Memorandum will
be deemed to have represented, warranted and agreed to and with the Company that
it is a qualified investor within the meaning of Article 2(e) of the Prospectus
Regulation.

This announcement and the Exchange Offer Memorandum and any other documents or
materials relating to the Offer are only addressed to and is only directed at
qualified investors, within the meaning of the Prospectus Regulation as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
“UK Prospectus Regulation”).

Neither the communication of this announcement, the Exchange Offer Memorandum
nor any other documents or materials relating to the Offer is being made or
directed at, and this announcement and the Exchange Offer Memorandum have not
been approved, by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000. Accordingly, this announcement and the
Exchange Offer Memorandum and/or such other offer material is not being
distributed to or directed at, and must not be passed on to, the general public
in the United Kingdom. Rather, the communication of this notice and the Exchange
Offer Memorandum is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Financial Promotion Order”) or (iii) high
net worth companies, and other persons to whom it may lawfully be communicated,
falling within Article 43 or Article 49(2)(a) to (e) of the Financial Promotion
Order (all such persons together being referred to as “Relevant Persons”). The
New Capital Securities are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such New Capital
Securities will be engaged in only with, Relevant Persons. Any person who is not
a Relevant Person should not act or rely on this announcement and the Exchange
Offer Memorandum or any of its contents.

Attachments:

Results Announcement.pdf