NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN
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 Offers
A summary of certain terms of the Offers appears below:
Securities | ISIN / Common Code | Current Coupon | Outstanding Principal Amount | First Optional Par Redemption Date | Maturity Date/ First Reset Date | Minimum Purchase Price | Maximum Acceptance Amount |
XS1114434167 / 111443416 | 2.50 per cent. | 94.250 per cent. |
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 (as defined below)) does not exceed | ||||
XS2079413527 / 207941352 | 4.496 per cent. | 60.000 per cent. | |||||
XS2347397437 / 234739743 | 3.625 per cent. | 51.000 per cent. |
Rationale for the Offers
The purpose of the Offers is, amongst other things, to deleverage the Company's balance sheet and manage the debt maturity profile.
Details of the Offers
Purchase Prices
The price the Company will pay for Securities of each Series validly tendered and accepted for purchase by the Company pursuant to the relevant Offer will be determined pursuant to an unmodified Dutch auction procedure, as more fully described in the Tender Offer Memorandum (the "Unmodified Dutch Auction Procedure").
Under the Unmodified Dutch Auction Procedure, the purchase price (specific to each Holder of Securities of the relevant Series) in respect of any Securities of a Series validly tendered by a Holder and which will be purchased by the Company pursuant to the relevant Offer (each such price, expressed as a percentage of the aggregate principal amount of the Securities of the relevant Series which will be purchased by the Company from such Holder, a "Purchase Price") shall be equal to the particular purchase price specified (or deemed to be specified) by the relevant Holder in the relevant Tender Instruction, subject to the Minimum Purchase Price (as more fully described in the Tender Offer Memorandum).
As the Purchase Price applicable to each Holder of Securities of the relevant Series that are accepted for purchase pursuant to the relevant Offer is the Offer Price in respect of the relevant Securities specified (or deemed to be specified) by such Holder in its Tender Instruction, the relevant Purchase Price payable to each Holder of Securities of the same Series which are accepted for purchase pursuant to the relevant Offer will not necessarily be the same.
Maximum Acceptance Amount and Series 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
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 Offers. The acceptance for purchase by the Company of Securities tendered pursuant to the Offers is at the sole and absolute discretion of the Company and tenders may be rejected by the Company 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 Offers 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 Offers.
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to, the Offers, 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
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 and in respect of each Series.
Tender Instructions may be submitted on a "non-competitive" or a "competitive" basis as follows:
Non-Competitive Tender Instructions
In respect of any Series, Holders of Securities may submit one or more Non-Competitive Tender Instructions in respect of the Securities prior to the Expiration Deadline. Non-Competitive Tender Instructions need not specify an
In respect of either Series, the Company will accept for purchase all validly tendered Securities pursuant to Non-Competitive Tender Instructions if it accepts for purchase any validly tendered Securities pursuant to Competitive Tender Instructions. If the Company accepts a Non-Competitive Tender Instruction, the relevant Holder will receive the Minimum Purchase Price for the Securities of the relevant Series.
In the event that the Non-Competitive Tender Instructions submitted result in more Securities of the relevant Series being offered than the applicable Series Acceptance Amount, such Non-Competitive Tender Instructions will be accepted on a pro rata basis (as described below under "Scaling") such that the aggregate principal amount of Securities of such Series accepted for purchase is no greater than such Series Acceptance Amount. In such circumstances, the relevant Maximum Purchase Price will be the Minimum Purchase Price for such Series, and the Company will not accept for purchase any Securities of such Series tendered pursuant to Competitive Tender Instructions (as described in the Tender Offer Memorandum).
Tender Instructions that do not specify an
Competitive Tender Instructions
Alternatively, in respect of any Series, a Holder may submit one or more Competitive Tender Instructions in respect of the Securities prior to the Expiration Deadline, provided that the aggregate principal amount outstanding of the Securities of the relevant Series that are the subject of these Competitive Tender Instructions does not exceed the aggregate principal amount of Securities of the relevant Series that each such Holder holds. Competitive Tender Instructions must specify:
- the
Offer Price (expressed as a percentage, and which must be expressed in an increment of 0.05 per cent. above the Minimum Purchase Price) that such Holder would be willing to accept as the Purchase Price in respect of the Securities of the relevant Series that are the subject of the particular Tender Instruction. In the event that any Tender Instruction in respect of Securities specifies anOffer Price that is not the Minimum Purchase Price or an integral increment of 0.05 per cent. above the Minimum Purchase Price, the Offer Price so specified shall be rounded up to the nearest such increment of 0.05 per cent. above the relevant Minimum Purchase Price, and the Tender Instruction shall be deemed to have specified such figure as the Offer Price; and -
the aggregate principal amount of Securities of the relevant Series, at a minimum principal amount of E100,000, being the Minimum Denomination, and in integral multiples of E1,000 in excess thereof, that the relevant Holder is tendering at that
Offer Price .
In respect of any Series, the Company will not accept for purchase any validly tendered Securities pursuant to Competitive Tender Instructions unless it has also accepted for purchase all validly tendered Securities pursuant to Non-Competitive Tender Instructions. If the Company accepts a Competitive Tender Instruction (or Competitive Tender Instructions) the relevant Holder will receive the Offer Price offered by such Holder for the Securities of the relevant Series.
If (other than as described under "Non-Competitive Tender Instructions" above) the aggregate principal amount of Securities of a Series validly tendered (i) pursuant to Non-Competitive Tender Instructions and (ii) pursuant to Competitive Tender Instructions that specify an
"Maximum Purchase Price" means, in respect of each Series, the highest price at which any Securities of such Series will be accepted for purchase by the Company.
Scaling
In the circumstances described in the Tender Offer Memorandum in which Securities of a Series validly tendered pursuant to an Offer are to be accepted on a pro rata basis, each such tender will be scaled by a factor equal to (i) the relevant Series Acceptance Amount less the aggregate principal amount outstanding of the Securities of such Series that have been validly tendered and accepted for purchase and are not subject to acceptance on a pro rata basis, if applicable, divided by (ii) the aggregate principal amount outstanding of the Securities of such Series that have been validly tendered and are subject to acceptance on a pro rata basis (subject to adjustment to allow for the aggregate principal amount of Securities of such Series accepted for purchase, following the rounding of Tender Instructions as set out below, to equal the relevant Series Acceptance Amount exactly). Each tender of Securities that is scaled in this manner will be rounded down to the nearest E1,000 in principal amount, in the manner set out in further details in the Tender Offer Memorandum.
Indicative Timetable for the Offers
Events | |
(All times are | |
Commencement of the Offers | |
Offers announced. Tender Offer Memorandum available from the Tender Agent. | |
Expiration DeadlineFinal deadline for receipt of valid Tender Instructions by the Tender Agent in order for Holders to be able to participate in the Offers. | |
Announcement of ResultsAnnouncement of the Company's decision of whether to accept valid tenders of Securities of the relevant Series pursuant to the Offers and, if so accepted, (i) each Series Acceptance Amount, (ii) details of any pro rata scaling, and (iii) the total purchase consideration for Securities validly tendered and accepted for purchase (including Accrued Interest Payments). |
As soon as reasonably practicable following the Expiration Deadline (expected to be on |
Settlement DateExpected Settlement Date for the Offers. |
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 any of the Offers (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 Offers 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 Offers" in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication via the RIS publication section of the website of the
Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.
Questions and requests for assistance in connection with (i) the Offers may be directed to the Dealer Managers; and (ii) the delivery of the Tender Instructions may be directed to the Tender Agent, the contact details for each of which are set out above.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to any Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Securities pursuant to the relevant Offer. None of the Company, the Dealer Managers or the Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons or any affiliate of such persons, makes any recommendation as to whether Holders should tender Securities pursuant to the Offers.
This announcement is released by
Offer and Distribution Restrictions
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell Securities (and tenders of Securities in the Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the relevant Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
Each Holder participating in an Offer will represent that it is not a
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities and/or the Offers.
For further information, please contact:
Chief Financial Officer
Tel. +46 73 326 8455
bret.mcleod@citycon.com
Sakari Järvelä
VP, Corporate Finance and Investor Relations
Tel. +358 50 387 8180
sakari.jarvela@citycon.com
www.citycon.com
https://news.cision.com/citycon-oyj/r/inside-information--citycon-oyj-announces-tender-offers-of-outstanding-notes-due-2024-of-citycon-tre,c3694472
(c) 2023 Cision. All rights reserved., source