REG - Sampo PLC - Announcement of Maximum Consideration Amount

BNP Paribas SAAnnouncement

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RNS Number : 7501Z  Sampo PLC  17 September 2025

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (the EUWA).

 

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 OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR
INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR
TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

SAMPO PLC ANNOUNCES MAXIMUM CONSIDERATION AMOUNT FOR ITS CASH TENDER OFFERS

17 September 2025

Further to its announcement dated 15 September 2025, Sampo plc (the Offeror)
announces today the Maximum Consideration Amount for the purposes of its
separate invitations to holders of its outstanding (i) €1,000,000,000
Fixed/Floating Subordinated Rate Dated Notes due September 2052 (ISIN:
XS2226645278) (the 2052 Notes) and (ii) €500,000,000 Fixed/Floating Rate
Dated Subordinated Notes due 2049 (ISIN: XS1995716211) (the 2049 Notes and,
together with the 2052 Notes, the Notes) to tender their Notes for purchase by
the Offeror for cash subject to the satisfaction (or waiver) of the New
Financing Condition (each such invitation an Offer and together the Offers).

The Offers are being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 15 September 2025 (the Tender Offer
Memorandum) prepared by the Offeror in connection with the Offers, and are
subject to the offer restrictions set out below and as more fully described in
the Tender Offer Memorandum. Capitalised terms used but not otherwise defined
in this announcement shall have the meanings given to them in the Tender Offer
Memorandum.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the
Offers.

Maximum Consideration Amount

The Offeror now announces that, if it decides to accept any Notes for purchase
pursuant to the Offers, and subject to the satisfaction (or waiver) of the New
Financing Condition on or prior to the Settlement Date, it proposes to accept
for purchase an aggregate nominal amount of Notes pursuant to the Offers such
that the maximum amount payable by the Offeror for all such Notes accepted for
purchase pursuant to the Offers (including all Accrued Interest Payments in
respect of such Notes) is equal to €297,750,000 (the Maximum Consideration
Amount), although the Offeror reserves the right, in its sole discretion, to
accept significantly less than such amount, or to accept none of such Notes,
for purchase pursuant to the Offers (the final amount so allocated for the
purchase of Notes pursuant to the Offers being the Aggregate Consideration
Amount).

General

For detailed terms of the Offers please refer to the Tender Offer Memorandum
which (subject to distribution restrictions) can be obtained from the Tender
Agent referred to below.

BNP PARIBAS, Citigroup Global Markets Europe AG, Morgan Stanley & Co.
International plc and Nordea Bank Abp are acting as Dealer Managers for the
Offers and Kroll Issuer Services Limited is acting as Tender Agent.

BNP PARIBAS (Telephone: +33 1 55 77 78 94; Attention: Liability Management
Group; Email: liability.management@bnpparibas.com); Citigroup Global Markets
Europe AG (Telephone: +44 20 7986 8969; Attention: Liability Management Group;
Email: liabilitymanagement.europe@citi.com); Morgan Stanley & Co.
International plc (Telephone: +44 20 7677 5040; Attention: Liability
Management Team, Global Capital Markets; Email:
liabilitymanagementeurope@morganstanley.com); and Nordea Bank Abp (Telephone:
+45 6161 2996; Attention: Nordea Liability Management; Email:
nordealiabilitymanagement@nordea.com).

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Jacek
Kusion; Email: sampo@is.kroll.com; Offers Website:
https://deals.is.kroll.com/sampo) is acting as Tender Agent for the Offers.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers.  If any Noteholder is in any doubt as to the
contents of the Tender Offer Memorandum or the action it should take, 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, tax or legal adviser.  Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee must contact such entity if it wishes to tender such
Notes pursuant to the relevant Offer(s). None of the Offeror, the Dealer
Managers or the Tender Agent nor any of their respective directors, officers,
employees or affiliates makes any recommendation as to whether Noteholders
should tender Notes pursuant to the relevant Offer(s).  None of the Offeror,
the Dealer Managers or the Tender Agent (or any of their respective directors,
officers, employees or affiliates) is providing Noteholders with any legal,
business, tax or other advice in this announcement. Noteholders should consult
with their own advisers as needed to assist them in making an investment
decision and to advise them whether they are legally permitted to tender Notes
for cash.

This announcement is released by the Offeror and contains information that
qualified or may have qualified as inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 (as it forms part of UK
domestic law by virtue of the EUWA (UK MAR)), encompassing information
relating to the Offers described above. For the purposes of UK MAR and Article
2 of the binding technical standards published by the Financial Conduct
Authority in relation to MAR as regards Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Sami Taipalus, Head of Investor
Relations at the Offeror.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer
or an invitation to participate in the Offers in any jurisdiction in which, or
to any person to or from whom, it is unlawful to make such offer or invitation
or for there to be such participation under applicable securities laws. 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 come(s) are
required by each of the Offeror, the Dealer Managers and the Tender Agent to
inform themselves about, and to observe, any such restrictions. Nothing in
this announcement nor the Tender Offer Memorandum constitutes (i) an offer to
buy or a solicitation of an offer to sell the Notes (and tenders of Notes in
the relevant Offer(s) will not be accepted from any Noteholders) in any
circumstances in which such offer or solicitation is unlawful or (ii) an offer
to sell or a solicitation of an offer to buy the New Notes. In any
jurisdiction where the securities, blue sky or other laws require either Offer
to be made by a licensed broker or dealer and any of the Dealer Managers or
any of the Dealer Managers' respective affiliates is such a licensed broker or
dealer in such jurisdiction, such Offer shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror
in such jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New
Notes that would permit a public offering of securities and the minimum
denomination of the New Notes will be €100,000.

United States

The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States.  This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication.  The Notes may not be tendered
in the Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the United
States.  Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offers are not
being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to any
persons located or resident in the United States.  Any purported tender of
Notes in the Offers resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made by a
person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. persons (as defined in
Regulation S of the Securities Act (each a U.S. Person)). Securities may not
be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act.  The New
Notes have not been, and will not be, registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold or delivered, directly or indirectly, in the
United States or to, or for the account or benefit of, U.S. Persons.

Each Noteholder participating in an Offer will represent that it is not
located in the United States and is not participating in such Offer from the
United States, or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate
in such Offer from the United States. For the purposes of this and the above
two paragraphs, United States means 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 of America and the District of Columbia.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any
other document or materials relating to the Offers have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each
Offer is being carried out in the Republic of Italy (Italy) as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Accordingly, Noteholders or beneficial owners of the Notes that are
located in Italy can tender Notes for purchase in the Offers through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offers.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers is not being made, and
such documents and/or materials have not been approved by, an authorised
person for the purposes of section 21 of the Financial Services and Markets
Act 2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom.  The communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom falling
within the definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the Financial Promotion Order)) or persons who are within Article 43 of
the Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, to the public in the
Republic of France (France).  This announcement, the Tender Offer Memorandum
and any other document or material relating to the Offers have only been, and
shall only be, distributed in France to qualified investors (investisseurs
qualifiés) as referred to in Article L.411-2 1° of the French Code
monétaire et financier and defined in Article 2(e) of Regulation (EU)
2017/1129.  Neither this announcement nor the Tender Offer Memorandum has
been nor will be submitted for clearance to nor approved by the Autorité des
Marchés Financiers.

Belgium

The Offers are not being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer within the
meaning of Article I.1, 2(o) of the Belgian Code of Economic Law, as amended
from time to time (a Belgian Consumer) and this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the Offers have not
been and shall not be distributed, directly or indirectly, in Belgium to
Belgian Consumers.

 

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