TIDM95BM
RNS Number : 7718E
Sampo PLC
09 July 2021
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 AMED).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN 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 AND THE DISTRICT OF
COLUMBIA), TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMED) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.
Sampo plc announces adjournment of noteholders' meetings and
extension of early voting deadline and settlement date for its
EUR750,000,000 1.00 per cent. Notes due 2023 and EUR500,000,000
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 of ISIN / Aggregate nominal amount
the Notes Common Code outstanding
--------------------- -------------------------- -------------------------
EUR750,000,000 1.00
per cent.
Notes due 2023
(the 2023 Notes) XS1520733301 / 152073330 EUR 521,552,000
EUR500,000,000 1.25
per cent.
Notes due 2025
(the 2025 Notes) XS1622193750 / 162219375 EUR 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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END
ROMSSSFSUEFSEFW
(END) Dow Jones Newswires
July 09, 2021 06:11 ET (10:11 GMT)
Sampo 49 (LSE:95BM)
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부터 11월(11) 2024 으로 12월(12) 2024
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