REG - Sampo PLC - Result of Tender Offer

Sampo OyjAnnouncement

09/09/2022 15:15

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RNS Number : 9883Y  Sampo PLC  09 September 2022

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UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

SAMPO PLC                        STOCK EXCHANGE RELEASE
                  9 September 2022 at 3.00 pm

Sampo plc announces final results of its cash tender offers in respect of its
outstanding EUR 500,000,000 1.625 per cent. Notes due 21 February 2028, EUR
500,000,000 2.250 per cent. Notes due 27 September 2030, EUR 500,000,000 1.250
per cent. Notes due 30 May 2025 and EUR 750,000,000 1.00 per cent. Notes due
18 September 2023

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 2028
Notes, the 2030 Notes, the 2025 Notes and the 2023 Notes described above (each
as defined below). For the purposes of UK MAR and Article 2 of the Commission
Implementing Regulation (EU) 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, the Head of Investor Relations of Sampo
plc.

Sampo plc (the "Issuer") today announces the final results of its invitations
to holders of its outstanding EUR 500,000,000 1.625 per cent. Notes due 21
February 2028 (ISIN: XS1775786574) (the "2028 Notes"), EUR 500,000,000 2.250
per cent. Notes due 27 September 2030 (ISIN: XS1888184121) (the "2030 Notes"),
EUR 500,000,000 1.250 per cent. Notes due 30 May 2025 (ISIN: XS1622193750)
(the "2025 Notes") and EUR 750,000,000 1.00 per cent. Notes due 18 September
2023 (ISIN: XS1520733301) (the "2023 Notes") (together, the "Securities" and
each series of Securities, a "Series") to (i) tender any and all of their 2028
Notes, and (ii) to tender their 2030 Notes, 2025 Notes and 2023 Notes up to
(subject as set out in the Tender Offer Memorandum (as defined below)) an
aggregate principal amount of the EUR 500,000,000 less the aggregate principal
amount of the 2028 Notes validly tendered and accepted for purchase, subject
to the Acceptance Priority Levels set out in herein, in each case for purchase
by the Issuer for cash.

Such invitations (the "Tender Offers") were announced on 31 August 2022 and
were made on the terms and subject to the conditions contained in the tender
offer memorandum dated 31 August 2022 (the "Tender Offer Memorandum") prepared
by the Issuer. Capitalised terms used and not otherwise defined in this
announcement have the meanings given thereto in the Tender Offer Memorandum.

Final Acceptance Amount and Pricing Information

As at the Expiration Time, being 5.00 pm Central European time on 8 September
2022, the Issuer had received valid tenders for purchase pursuant to the
Tender Offers of: (i) EUR 186,982,000 of the 2028 Notes; (ii) EUR 95,142,000
of the 2030 Notes; (iii) EUR 108,000,000 of the 2025 Notes; and (iv) EUR
110,505,000 of the 2023 Notes.

The Issuer has decided to set the Final Acceptance Amount at EUR 500,629,000.
Pricing for the Tender Offers took place at or around 2.00 pm Central European
time today.

A summary of the final results of, and pricing for, each Series of Securities
appears below:

Any and all Securities

 Description of the Securities                             EUR 500,000,000 1.625 per cent. Notes due 21 February 2028
 ISIN                                                      XS1775786574
 Acceptance Priority Level                                 N/A
 Principal Amount of the Securities Accepted for Purchase  EUR 186,982,000
 Tender Price                                              96.163%
 Interpolated Mid-Swap Rate                                2028 Notes Interpolated Mid-Swap Rate of 2.384%
 Fixed Purchase Spread                                     0 bps
 Tender Yield                                              2028 Notes Fixed Purchase Yield of 2.384%
 Scaling Factor                                            N/A

Capped Tender Offer Securities

 Description of the Securities                              EUR 500,000,000 2.250 per cent. Notes due 27 September 2030  EUR 500,000,000 1.250 per cent. Notes due 30 May 2025  EUR 750,000,000 1.00 per cent. Notes due 18 September 2023
 ISIN                                                       XS1888184121                                                 XS1622193750                                           XS1520733301
 Acceptance Priority Level                                  1                                                            2                                                      3
 Principal Amounts of the Securities Accepted for Purchase  EUR 95,142,000                                               EUR 108,000,000                                        EUR 110,505,000
 Tender Price                                               97.073%                                                      98.326%                                                100.100%
 Interpolated Mid-Swap Rate                                 2030 Notes Interpolated Mid-Swap Rate of 2.459%              2025 Notes Interpolated Mid-Swap Rate of 2.288%        N/A
 Fixed Purchase Spread                                      +20 bps                                                      -40 bps                                                N/A
 Tender Yield                                               2030 Notes Fixed Purchase Yield of 2.659%                    2025 Notes Fixed Purchase Yield of 1.888%              N/A
 Scaling Factor                                             N/A                                                          N/A                                                    N/A

 

General

The Settlement Date in respect of the Securities accepted for purchase
pursuant to the Tender Offers is expected to be 12 September 2022.

Following settlement of the Tender Offers, (i) EUR 313,018,000 of the 2028
Notes; (ii) EUR 404,858,000 of the 2030 Notes; (iii) EUR 161,904,000 of the
2025 Notes; and (iv) EUR 318,181,000 of the 2023 Notes will remain
outstanding.

The Issuer will also pay an Accrued Interest Payment in respect of Securities
purchased pursuant to the Tender Offers.

Contact information

Dealer Managers for the Tender Offers:

Citigroup Global Markets Limited

Telephone: +44 20 7986 8969

Attention: Liability Management Group

Email: liabilitymanagement.europe@citi.com
(mailto:liabilitymanagement.europe@citi.com)

Nordea Bank Abp

Telephone: +45 61360379

Attention: Nordea Liability Management

Email: nordealiabilitymanagement@nordea.com
(mailto:nordealiabilitymanagement@nordea.com)

Tender Agent for the Tender Offers:

Kroll Issuer Services Limited

Telephone: +44 20 7704 0880

Attention: Owen Morris

Email: sampo@is.kroll.com (mailto:sampo@is.kroll.com)

Website: https://deals.is.kroll.com/sampo (https://deals.is.kroll.com/sampo)
 

DISCLAIMER:

The offer period for the Tender Offers has now expired. No further tenders of
any Securities may be made pursuant to the Tender Offers. 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 Issuer, the Dealer Managers and the Tender Agent
to inform themselves about, and to observe, any such restrictions.

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