Citycon Treasury BV
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Citycon Treasury B.V. (incorporated with limited liability in the Netherlands) €350,000,000 2.50 per cent. Guaranteed Notes due 2024 Issue price: 98.801 per cent. Citycon Treasury B.V., a private limited company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the Issuer) is offering €350,000,000 aggregate principal amount of its 2.50 per cent. Guaranteed Notes due 2024 (the Notes). The Notes will be guaranteed unconditionally and irrevocably by Citycon Oyj, a public limited company incorporated in Finland (the Guarantor). The Issuer may, at its option, redeem all, but not some only, of the Notes at any time (i) at their principal amount plus accrued interest, in the event of certain tax changes as described under "Conditions of the Notes-Redemption and Purchase"; and (ii) at the Relevant Early Redemption Amount (as defined and described further under “Conditions of the Notes—Redemption and Purchase—Redemption at the Option of the Issuer”). In addition, upon the occurrence of a change of control of the Guarantor, followed by a downgrade of a credit rating assigned to the Notes as described under "Conditions of the Notes–Redemption and Purchase—Redemption at the Option of the Noteholders upon a Change of Control Put Event", holders of the Notes may require the Issuer to redeem or, at the option of the Issuer, purchase (or procure the purchase of) the Notes at their principal amount plus accrued interest. The Notes mature on 1 October 2024. The Notes and Guarantee (as defined under “Conditions of the Notes—Guarantee”) have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the Unites States. The Notes are being offered and sold outside the United States in accordance with Regulation S under the Securities Act (Regulation S), and may not be offered and sold or delivered within the United States or to, for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This Prospectus has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC (Prospectus Directive) as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant member state of the European Economic Area). The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market (the Main Securities Market). Such approval relates only to the Notes that are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or that are to be offered to the public in any member state of the European Economic Area. References in this Prospectus to the Notes being listed (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Main Securities Market. The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Notes have been rated Baa2 by Moody's Investors Service Limited (Moody's) and BBB by Standard & Poor's Credit Market Services France SAS (S&P). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Each of Moody's and S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, each of Moody's and S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited on or about 1 October 2014 (the Closing Date) with a common safekeeper for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 10 November 2014 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances - see "Summary of Provisions relating to the Notes while represented by the Global Notes". An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading "Risk Factors" on page 6. Joint Lead Managers DANSKE BANK DEUTSCHE BANK GOLDMAN SACHS SWEDBANK AB INTERNATIONAL The date of this Prospectus is 29 September 2014 This Prospectus comprises a prospectus for the purposes of Article 5 of Directive 2003/71/EC (the Prospectus Directive). Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. References to the Company or Citycon are to Citycon Oyj. References to the Group are to Citycon Oyj and its Subsidiaries (as defined under “Conditions of the Notes-Interpretation”). Each of the Issuer and the Guarantor, having made all reasonable enquiries, confirms that this Prospectus contains all material information with respect to the Issuer, the Guarantor and the Notes (including all information which, according to the particular nature of the Issuer, the Guarantor and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and the Guarantor and of the rights attaching to the Notes), that the information contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and that there are no other facts the omission of which would make this Prospectus or any of such information or the expression of any such opinions or intentions misleading. Each of the Issuer and the Guarantor accepts responsibility accordingly. This Prospectus contains certain market, historical and forward looking economic and industry data, including information in “Risk Factors”, “Business” and “Citycon’s Property Portfolio in Brief and Investments, Divestments and Development Projects” which have been obtained from publicly available information, independent industry publications and reports prepared by industry consultants. The Issuer and the Guarantor have relied on the accuracy of such information without an independent verification thereof however, the Issuer and the Guarantor believe the information to be reliable. Where information in this Prospectus has been sourced from a third party, this information has been accurately reproduced and, so far as the Issuer and the Guarantor are aware and are able to ascertain from information published by such third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Such information, data and statistics may be approximations or estimates or use rounded numbers. Information in this Prospectus which has been sourced from a third party is identified as such with the name of the third party source. None of the Issuer, the Guarantor, the Joint Lead Managers or the Trustee (as defined below) represent that such information is accurate. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Prospectus should be read and construed on the basis that such documents are incorporated and form part of the Prospectus. Save for the Issuer and the Guarantor, no party has independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers or Deutsche Trustee Company Limited as trustee (the Trustee) for the holders of the Notes (the Noteholders) as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer and the Guarantor in connection with the offering of the Notes. No Joint Lead Manager or the Trustee accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes or their distribution. No person is or has been authorised by the Issuer, the Guarantor, any Joint Lead Manager or the Trustee to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor, any of the Joint Lead Managers or the Trustee.