REG - Sampo PLC - Final Results of Tender Offers

Global Capital MarketsAnnouncement

23/09/2025 14:45

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RNS Number : 4882A  Sampo PLC  23 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.

SAMPO PLC ANNOUNCES FINAL RESULTS OF ITS TENDER OFFERS FOR ITS SUBORDINATED
NOTES DUE 2052 AND 2049

23 September 2025. Sampo plc (the Offeror) announces today the final results
of its separate invitations to holders of its outstanding (i) EUR
1,000,000,000 Fixed/Floating Subordinated Rate Dated Notes due September 2052
(ISIN: XS2226645278) (the 2052 Notes) and (ii) EUR 500,000,000 Fixed/Floating
Rate Dated Subordinated Notes due 2049 (ISIN: XS1995716211) (the 2049 Notes
and, together with the 2052 Notes, the Notes and each a Series) to tender such
Notes for purchase by the Offeror for cash, in each case subject to the
satisfaction (or waiver) of the New Financing Condition and the other
conditions described in the Tender Offer Memorandum (each such invitation an
Offer, and together, the Offers).

The Offers were announced on 15 September 2025 and were 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. Capitalised terms used but not otherwise defined
in this announcement shall have the meanings given to them in the Tender Offer
Memorandum.

Expiration Deadline and Aggregate Consideration Amount

The Expiration Deadline for the Offers was 5.00 p.m. (CEST) on 22 September
2025.

As at the Expiration Deadline, the Offeror had received valid tenders for
purchase pursuant to the relevant Offer of €432,764,000 in aggregate nominal
amount of the 2052 Notes.

The Offeror confirms that the Aggregate Consideration Amount is
€295,000,433.56. Therefore, the Offeror will not accept for purchase any
valid tenders of 2049 Notes for purchase pursuant to the relevant Offer

2052 Notes

The Offeror will accept (subject to the satisfaction (or waiver) of the New
Financing Condition on or prior to the Settlement Date), 2052 Notes validly
tendered pursuant to the relevant Offer subject to pro rata scaling at a
Scaling Factor of 72.92 per cent.

Pricing in respect of the Offer for the 2052 Notes took place at around 1.00
p.m. (CEST) today (the Pricing Time). The Offeror determined that the Purchase
Price it will pay for the 2052 Notes validly tendered and accepted for
purchase pursuant to the relevant Offer (subject to the satisfaction (or
waiver) of the New Financing Condition on or prior to the Settlement Date)
will be 93.255 per cent. of the nominal amount of such 2052 Notes, based on a
Settlement Date of 25 September 2025.

A summary of the final results of, and pricing for, the Offer for the 2052
Notes is set out below:

 Series Acceptance Amount  Scaling Factor   Interpolated Mid-Swap Rate  Purchase Spread  Purchase Yield   Purchase Price(1)
 €315,826,000              72.92 per cent.  2.516 per cent.             110 bps          3.616 per cent.  93.255 per cent.
 1.     Expressed as a percentage of the nominal amount of the 2052 Notes.

General

Subject to the satisfaction (or waiver) of the New Financing Condition, the
Settlement Date in respect of the 2052 Notes accepted for purchase pursuant to
the relevant Offer is expected to be 25 September 2025.

The Offeror will also pay (subject to the satisfaction (or waiver) of the New
Financing Condition on or prior to the Settlement Date), an Accrued Interest
Payment in respect of the 2052 Notes accepted for purchase pursuant to the
relevant Offer.

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).are acting as Dealer Managers for the
Offers.

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

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.

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 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 Offeror, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any such
restrictions.

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