REG - Sampo PLC - Indicative Results of Tender Offers

Global Capital MarketsAnnouncement

23/09/2025 12:15

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RNS Number : 4628A  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 INDICATIVE RESULTS OF ITS TENDER OFFERS FOR ITS
SUBORDINATED NOTES DUE 2052 AND 2049

23 September 2025. Sampo plc (the Offeror) announces today the indicative
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.

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. Therefore, the Offeror does not expect to purchase
any valid tenders of 2049 Notes for purchase pursuant to the relevant Offer.

Expected Series Acceptance Amounts and Applicable Scaling Factor in respect of
the 2052 Notes

If the Offeror decides to accept (subject to the satisfaction (or waiver) of
the New Financing Condition on or prior to the Settlement Date) Notes for
purchase pursuant to the relevant Offer(s), the approximate levels at which it
expects to set each Series Acceptance Amount and applicable Scaling Factor in
respect of the 2052 Notes will be as follows, as the Offeror intends to set
the Aggregate Consideration Amount at approximately €295,000,000:

 Priority of Acceptance  Series      Expected Series Acceptance Amount  Expected Scaling Factor
 1                       2052 Notes  Approximately €316,000,000         Approximately 73 per cent.
 2                       2049 Notes  €0                                 Not Applicable

Noteholders should note that this is a non-binding indication of the
approximate levels at which the Offeror expects to set each Series Acceptance
Amount and applicable Scaling Factor in respect of the 2052 Notes.

Pricing for the Offers will take place at around 1.00 p.m. (CEST) today (the
Pricing Time). As soon as reasonably practicable after the Pricing Time, the
Offeror will announce whether it will accept (subject to satisfaction (or
waiver) of the New Financing Condition on or prior to the Settlement Date) any
valid tenders of Notes pursuant to either or both of the Offers and, if so
accepted, the Aggregate Consideration Amount, each Series Acceptance Amount,
each Interpolated Mid-Swap Rate, each Purchase Yield, each Purchase Price and
(if applicable) details of any pro rata scaling that will be applied to either
Series.

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

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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