TIDM95BM
RNS Number : 4512G
Sampo PLC
26 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 AMENDED).
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 AMENDED) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.
Sampo plc announces results of the tender offers and proposals
for its
EUR750,000,000 1.00 per cent. Notes due 2023 and EUR500,000,000
1.25 per cent. Notes due 2025
26 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).
The Offers and the Proposals were made on the terms and
conditions set out in the Tender Offer Memorandum dated 17 June
2021 (the Tender Offer Memorandum). Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Results of the Offers
The Offers expired at 5.00 p.m. (London time) on 1 July 2021
(the Tender Expiration Deadline). As at the Tender Expiration
Deadline, the aggregate nominal amount of each Series shown in the
table below had been validly tendered for purchase pursuant to the
Offers. The Issuer has decided to accept for purchase all Notes
validly tendered pursuant to the Offers. The final pricing for the
Offers is also shown in the table below.
Aggregate nominal
amount of the relevant
Series tendered
and accepted for
purchase pursuant
Description of ISIN / to the relevant
the Notes Common Code Offer Purchase Price*
------------------ --------------- ------------------------ ----------------
EUR750,000,000 XS1520733301 / EUR90,366,000 103.572 per
1.00 per cent. 152073330 cent.
Notes due 2023
(the 2023 Notes)
EUR500,000,000 XS1622193750 / EUR92,085,000 106.732 per
1.25 per cent. 162219375 cent.
Notes due 2025
(the 2025 Notes)
* expressed as a percentage of the nominal amount of the
relevant Notes and determined in the manner described in the Tender
Offer Memorandum on the basis of a Settlement Date of 28 July
2021.
The Issuer will also pay Accrued Interest in respect of those
Notes accepted for purchase pursuant to the Offers.
Settlement of the Offers is expected to take place on 28 July
2021 (the Settlement Date). Following settlement of the Offers on
the Settlement Date, EUR431,186,000 in aggregate nominal amount of
the 2023 Notes and EUR280,754,000 in aggregate nominal amount of
the 2025 Notes will remain outstanding.
Results of the Proposals
On 9 July 2021, the Issuer announced that the meetings (the
Meetings) convened for the Noteholders to consider the Proposals on
9 July 2021 were adjourned through lack of quorum, and that
adjourned Meetings (the Adjourned Meetings) would be convened to
consider and, if thought fit, approve the Proposals.
The Adjourned Meetings were held earlier today, 26 July 2021,
and 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 Adjourned Meeting was
not present and, accordingly, each Adjourned Meeting was dissolved
and so the Proposals will not be implemented by the Issuer.
Other Purchases of Notes
The Issuer and its affiliates may, to the extent permitted by
applicable law, continue to acquire Notes after settlement of the
Offers on the Settlement Date, including through open market
purchases, privately negotiated transactions, tender offers,
exchange offers or otherwise. Such purchases may be on such terms
and at such prices as they may determine, which may be more or less
than the prices to be paid pursuant to the Offers and could be for
cash or other consideration or otherwise on terms more or less
favourable than those contemplated by the Offers.
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. No offer or invitation to acquire any
securities is being made pursuant to this announcement. 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.
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END
RTEUNRRRABUBUAR
(END) Dow Jones Newswires
July 26, 2021 06:10 ET (10:10 GMT)
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