REG - Sampo PLC - Indicative Results of Tender Offer

Sampo OyjAnnouncement

09/09/2022 10:15

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RNS Number : 9309Y  Sampo PLC  09 September 2022

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UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

SAMPO PLC                        STOCK EXCHANGE
RELEASE                   9 September 2022 at 10.00 am

Sampo plc announces indicative 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 indicative 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 the Tender
Offer Memorandum (as defined below) prepared by the Issuer, 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 and the offer and
distribution restrictions 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.

The Tender Offers

The Issuer hereby informs holders of the non-binding indicative results of the
Tender Offers. 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 expects that the principal
amounts of the Securities accepted for purchase will be as follows:

 Description of the Securities                                       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  EUR 750,000,000 1.00 per cent. Notes due 18 September 2023

 ISIN                                                                XS1775786574                                                XS1888184121                                                 XS1622193750                                           XS1520733301
 Expected Principal Amounts of the Securities Accepted for Purchase  EUR 186,982,000                                             EUR 95,142,000                                               EUR 108,000,000                                        EUR 110,505,000
 Expected Scaling Factor                                             N/A                                                         N/A                                                          N/A                                                    N/A

Holders should note that this is a non-binding indication of the level at
which the Issuer expects to set the acceptance amount in respect of each
Series, and any Scaling Factor that may apply as a consequence. The Issuer
expects to accept all validly tendered Securities, without any scaling or
pro-ration.

Pricing

Pricing for the Tender Offers will take place at or around 2:00 pm Central
European time today (the "Pricing Time"). As soon as practicable after the
Pricing Time, the Issuer will announce whether it will accept valid tenders of
Securities pursuant to all or any of the Tender Offers and, if so accepted,
(i) the Final Acceptance Amount and, in respect of each Series of Securities
so accepted, the aggregate principal amount of Securities of the relevant
Series accepted, including details of any Scaling Factor (in respect of the
2030 Notes, the 2025 Notes or the 2023 Notes, if applicable) and the relevant
Tender Price, and (ii) in respect of the 2025 Notes, the 2028 Notes and the
2030 Notes, the respective Tender Yield and the Interpolated Mid-Swap Rate.

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

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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