Sampo 49 Regulatory News (95BM)

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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 OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

SAMPO PLC STOCK EXCHANGE RELEASE 9 September 2022 at 10.00 am

Sampo plc announces indicative results of its cash tender offers in respect of its outstanding EUR 500,000,000 1.625 per cent. Notes due 21 February 2028, EUR 500,000,000 2.250 per cent. Notes due 27 September 2030, EUR 500,000,000 1.250 per cent. Notes due 30 May 2025 and EUR 750,000,000 1.00 per cent. Notes due 18 September 2023

This announcement is released by Sampo plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) No. 596/2014 on market abuse as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("UK MAR"), encompassing information relating to the 2028 Notes, the 2030 Notes, the 2025 Notes and the 2023 Notes described above (each as defined below). For the purposes of UK MAR and Article 2 of the Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, this announcement is made by Sami Taipalus, the Head of Investor Relations of Sampo plc.

Sampo plc (the "Issuer") today announces the indicative results of its invitations to holders of its outstanding EUR 500,000,000 1.625 per cent. Notes due 21 February 2028 (ISIN: XS1775786574) (the "2028 Notes"), EUR 500,000,000 2.250 per cent. Notes due 27 September 2030 (ISIN: XS1888184121) (the "2030 Notes"), EUR 500,000,000 1.250 per cent. Notes due 30 May 2025 (ISIN: XS1622193750) (the "2025 Notes") and EUR 750,000,000 1.00 per cent. Notes due 18 September 2023 (ISIN: XS1520733301) (the "2023 Notes") (together, the "Securities" and each series of Securities, a "Series") to (i) tender any and all of their 2028 Notes, and (ii) to tender their 2030 Notes, 2025 Notes and 2023 Notes up to (subject as set out in the Tender Offer Memorandum (as defined below)) an aggregate principal amount of the EUR 500,000,000 less the aggregate principal amount of the 2028 Notes validly tendered and accepted for purchase, subject to the Acceptance Priority Levels set out in the Tender Offer Memorandum (as defined below) prepared by the Issuer, in each case for purchase by the Issuer for cash.

Such invitations (the "Tender Offers") were announced on 31 August 2022 and were made on the terms and subject to the conditions and the offer and distribution restrictions contained in the tender offer memorandum dated 31 August 2022 (the "Tender Offer Memorandum") prepared by the Issuer. Capitalised terms used and not otherwise defined in this announcement have the meanings given thereto in the Tender Offer Memorandum.

The Tender Offers

The Issuer hereby informs holders of the non-binding indicative results of the Tender Offers. As at the Expiration Time, being 5:00 pm Central European time on 8 September 2022, the Issuer had received valid tenders for purchase pursuant to the Tender Offers of: (i) EUR 186,982,000 of the 2028 Notes; (ii) EUR 95,142,000 of the 2030 Notes; (iii) EUR 108,000,000 of the 2025 Notes; and (iv) EUR 110,505,000 of the 2023 Notes. The Issuer expects that the principal amounts of the Securities accepted for purchase will be as follows:

Holders should note that this is a non-binding indication of the level at which the Issuer expects to set the acceptance amount in respect of each Series, and any Scaling Factor that may apply as a consequence. The Issuer expects to accept all validly tendered Securities, without any scaling or pro-ration.

Pricing

Pricing for the Tender Offers will take place at or around 2:00 pm Central European time today (the "Pricing Time"). As soon as practicable after the Pricing Time, the Issuer will announce whether it will accept valid tenders of Securities pursuant to all or any of the Tender Offers and, if so accepted, (i) the Final Acceptance Amount and, in respect of each Series of Securities so accepted, the aggregate principal amount of Securities of the relevant Series accepted, including details of any Scaling Factor (in respect of the 2030 Notes, the 2025 Notes or the 2023 Notes, if applicable) and the relevant Tender Price, and (ii) in respect of the 2025 Notes, the 2028 Notes and the 2030 Notes, the respective Tender Yield and the Interpolated Mid-Swap Rate.

The Settlement Date in respect of the Securities accepted for purchase pursuant to the Tender Offers is expected to be 12 September 2022.

Contact information

Dealer Managers for the Tender Offers:

Citigroup Global Markets Limited

Telephone: +44 20 7986 8969Attention: Liability Management GroupEmail: liabilitymanagement.europe@citi.com  

Nordea Bank Abp

Telephone: +45 61360379Attention: Nordea Liability ManagementEmail: nordealiabilitymanagement@nordea.com

Tender Agent for the Tender Offers:

Kroll Issuer Services Limited

Telephone: +44 20 7704 0880Attention: Owen MorrisEmail: sampo@is.kroll.com 

Website: https://deals.is.kroll.com/sampo 

DISCLAIMER:

The offer period for the Tender Offers has now expired. No further tenders of any Securities may be made pursuant to the Tender Offers. This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. 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 Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.