Last checked at 9 Jul 2021 11:11
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE UNITED KINGDOM MARKET ABUSE REGULATION (REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED).
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Sampo plc announces adjournment of noteholders' meetings and extension of early voting deadline and settlement date for its€750,000,000 1.00 per cent. Notes due 2023 and €500,000,000 1.25 per cent. Notes due 2025
9 July 2021. On 17 June 2021, Sampo plc (the Issuer) announced separate invitations to:
(i) holders (the Noteholders) of the notes described below (together the Notes and each series of the Notes, a Series) issued by the Issuer to tender any and all of their Notes for purchase by the Issuer for cash (each such invitation referred to in this paragraph (i), an Offer and together the Offers); and
(ii) Noteholders of each Series to approve, by Extraordinary Resolution (as defined below), the modification of the terms and conditions of the relevant Series (in respect of each Series, the Conditions) to provide for the Issuer to redeem (the Issuer Early Redemption) all, but not some only, of the Notes of the relevant Series that remain outstanding (if any) on completion of the relevant Offer (each such invitation referred to in this paragraph (ii), a Proposal and together the Proposals),
subject, in each case, to the terms and conditions set out in the Tender Offer Memorandum dated 17 June 2021 (the Tender Offer Memorandum).
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender and Information Agent referred to below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Description ofthe Notes | ISIN / Common Code | Aggregate nominal amount outstanding |
€750,000,000 1.00 per cent.Notes due 2023(the 2023 Notes) | XS1520733301 / 152073330 | €521,552,000 |
€500,000,000 1.25 per cent.Notes due 2025(the 2025 Notes) | XS1622193750 / 162219375 | €372,839,000 |
Adjournment of Noteholders' Meetings
As at the date of this announcement, all Tender Instructions that have been submitted in respect of the Offers and all Voting Only Instructions that have been submitted in respect of the Proposals are in favour of the relevant Extraordinary Resolution, and the separate meetings of the holders of the 2023 Notes and the 2024 Notes (each a Meeting and together the Meetings) to consider the Proposals were each held earlier today.
NOTICE IS HEREBY GIVEN to Noteholders that, in respect of each Series, the quorum required for the relevant Extraordinary Resolution to be considered at the relevant Meeting was not present. Accordingly, Notice (the Notice) of separate adjourned meetings (each an Adjourned Meeting and together the Adjourned Meetings) of the Noteholders to be held on 26 July 2021 has been published on or around the date of this announcement in accordance with the relevant Conditions by delivery to the Clearing Systems for communication to Direct Participants.
At each Adjourned Meeting, the Noteholders of the relevant Series will be asked to consider and, if thought fit, pass an extraordinary resolution as set out in the Notice (each an Extraordinary Resolution), which will provide, among other things, for the Issuer to execute the Amended and Restated Final Terms in respect of the relevant Series to effect the necessary modifications pursuant to such Extraordinary Resolution, which will implement the relevant Proposal. If the Proposal for either Series is implemented, such Series shall be automatically redeemed on the Early Redemption Date without any further action being required to be taken by the Issuer or the holder or the relevant Notes. The Early Redemption Date will be specified in the relevant Amended and Restated Final Terms, and is expected to be 29 July 2021.
For information purposes only, the Early Redemption Amount in respect of each Series will, when determined in the manner described in the Tender Offer Memorandum on the basis of an Early Redemption Date of 29 July 2021, be (i) in respect of the 2023 Notes, 103.015 per cent. and (ii) in respect of the 2025 Notes, 105.504 per cent. Should the relevant Early Redemption Date in respect of either Series differ from 29 July 2021, the Early Redemption Amount in respect of such Series will be recalculated, all as further described in the Tender Offer Memorandum.
The quorum required for each Adjourned Meeting to consider the relevant Extraordinary Resolution is one or more persons present and holding or representing in the aggregate a clear majority of the aggregate nominal amount of the relevant Series for the time being outstanding. To be passed at the relevant Adjourned Meeting, an Extraordinary Resolution requires a majority consisting of not less than three-quarters of the votes cast at such Adjourned Meeting.
If passed, an Extraordinary Resolution shall be binding on all Noteholders of the relevant Series, whether present or not at the relevant Adjourned Meeting and whether or not voting. The implementation of the Extraordinary Resolution in respect of either Series, if passed, is conditional on the acceptance for purchase by the Issuer of the Notes of the relevant Series that have been validly tendered in the Offer applicable to such Series.
Extension of Early Voting Deadline
The Issuer has decided to extend the Early Voting Deadline to 5.00 p.m. (London time) on 21 July 2021. All references in the Tender Offer Memorandum to the Early Voting Deadline shall be deemed to refer to such deadline as so extended.
In order to be eligible for the relevant Early Consent Fee (which will be paid to Noteholders in the circumstances described in the Tender Offer Memorandum), Noteholders must deliver, or arrange to have delivered on their behalf, a valid Voting Only Instruction in favour of the relevant Extraordinary Resolution that is received by the Tender and Information Agent by the Early Voting Deadline, as so extended (and which is not subsequently revoked (in the limited circumstances in which such revocation is permitted)).
A Noteholder that has already submitted a valid Voting Only Instruction in favour of the relevant Extraordinary Resolution prior to publication of this announcement does not need to take any further action in order to be eligible to receive the Early Consent Fee.
The Early Consent Fee in respect of each Series will be an amount equal to (i) the relevant Purchase Price for any Notes of such Series validly tendered and accepted for purchase by the Issuer pursuant to the relevant Offer less (ii) the relevant Early Redemption Amount for such Series.
For information purposes only, the Early Consent Fee in respect of each Series will, when determined in the manner described in the Tender Offer Memorandum on the basis of a Settlement Date for the relevant Offer of 28 July 2021 and an Early Redemption Date for the relevant Proposal of 29 July 2021, be (i) in respect of the 2023 Notes, 0.557 per cent. and (ii) in respect of the 2025 Notes, 1.228 per cent. Should the relevant Settlement Date and/or Early Redemption Date in respect of either Series differ from the relevant date above, the Early Consent Fee in respect of such Series will be recalculated, all as further described in the Tender Offer Memorandum.
Extension of Settlement Date
The Offers expired at 5.00 p.m. (London time) on 1 July 2021. The Issuer now intends that settlement of the Offers will take place after the Adjourned Meetings on the same basis as for the original Meetings, and accordingly expects the settlement date for the Offers to be 28 July 2021.
For information purposes only, the Purchase Price in respect of each Series will, when determined in the manner described in the Tender Offer Memorandum on the basis of a Settlement Date of 28 July 2021, be (i) in respect of the 2023 Notes, 103.572 per cent. and (ii) in respect of the 2025 Notes, 106.732 per cent. Should the Settlement Date in respect of either Series accepted for purchase pursuant to the relevant Offer differ from 28 July 2021, the Purchase Price in respect of such Series will be recalculated, all as further described in the Tender Offer Memorandum.
General
As soon as reasonably practicable after the Adjourned Meetings, the Issuer will announce (i) the results of the Adjourned Meetings, (ii) its decision whether to extend or terminate either of the Offers or the Proposals or accept valid tenders of Notes for purchase pursuant to either of the Offers and, if Notes of either Series are to be accepted, confirmation of the relevant Purchase Price and Settlement Date for such Series and (iii) if, in respect of either Series, the Extraordinary Resolution is passed and the Amended and Restated Final Terms is executed by the Issuer, the relevant Early Consent Fee, Early Redemption Amount and Early Redemption Date for such Series.
Under the Offers and the Proposals, all Tender Instructions and Voting Only Instructions are irrevocable except in the limited circumstances described in the Tender Offer Memorandum (and, in the case of Voting Only Instructions against the relevant Extraordinary Resolution, as otherwise described in the Tender Offer Memorandum), and (unless revoked, in the limited circumstances described in the Tender Offer Memorandum) shall remain valid for the relevant Adjourned Meeting.
The Issuer is under no obligation to accept any tender of Notes for purchase pursuant to the Offers. Tenders of Notes for purchase may be rejected in the sole discretion of the Issuer for any reason and the Issuer is under no obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase. For example, tenders of Notes may be rejected if the relevant Offer is terminated, if any such tender does not in the determination of the Issuer comply with the requirements of a particular jurisdiction or if the Issuer decides not to accept any tenders of Notes should one or all of the Extraordinary Resolutions not be passed or for any other reason.
Unless stated otherwise, announcements in connection with the Offers and the Proposals will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and by the issue of a press release to a Notifying News Service. Copies of all announcements, notices and press releases can also be obtained from the Tender and Information Agent.
Barclays Bank Ireland PLC (Email: eu.lm@barclays.com; Attention: Liability Management Group) and Nordea Bank Abp (Telephone: +45 61 61 29 96; Email: NordeaLiabilityManagement@nordea.com; Attention: Nordea Liability Management) are acting as Dealer Managers for the Offers and Proposals and Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Email: sampo@lucid-is.com; Attention: Oliver Slyfield / Illia Vyshenskyi) is acting as Tender and Information Agent.
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 Offers and the Proposals described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) No. 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, Head of Investor Relations at Sampo plc.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of any Proposal or the relevant Extraordinary Resolution to be proposed at an Adjourned Meeting, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser.
The distribution of this announcement and/or 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 the Issuer, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.