REG - Sampo PLC - Result of Tender Offer

Sampo OyjAnnouncement

26/07/2021 11:15

RNS Number : 4512G
  
Sampo PLC
  
26 July 2021
  
 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE UNITED KINGDOM MARKET ABUSE REGULATION (REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED).
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 AND THE DISTRICT OF COLUMBIA), TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. 
Sampo plc announces results of the tender offers and proposals for its

€750,000,000 1.00 per cent. Notes due 2023 and €500,000,000 1.25 per cent. Notes due 2025
26 July 2021. On 17 June 2021, Sampo plc (the Issuer) announced separate invitations to:
(i)      holders (the Noteholders) of the notes described below (together the Notes and each series of the Notes, a Series) issued by the Issuer to tender any and all of their Notes for purchase by the Issuer for cash (each such invitation referred to in this paragraph (i), an Offer and together the Offers); and
(ii)    Noteholders of each Series to approve, by Extraordinary Resolution (as defined below), the modification of the terms and conditions of the relevant Series (in respect of each Series, the Conditions) to provide for the Issuer to redeem (the Issuer Early Redemption) all, but not some only, of the Notes of the relevant Series that remain outstanding (if any) on completion of the relevant Offer (each such invitation referred to in this paragraph (ii), a Proposal and together the Proposals). 
The Offers and the Proposals were made on the terms and conditions set out in the Tender Offer Memorandum dated 17 June 2021 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. 
Results of the Offers
The Offers expired at 5.00 p.m. (London time) on 1 July 2021 (the Tender Expiration Deadline). As at the Tender Expiration Deadline, the aggregate nominal amount of each Series shown in the table below had been validly tendered for purchase pursuant to the Offers. The Issuer has decided to accept for purchase all Notes validly tendered pursuant to the Offers. The final pricing for the Offers is also shown in the table below.




Description of

the Notes


ISIN /
Common Code


Aggregate nominal amount of the relevant Series tendered and accepted for purchase pursuant to the relevant Offer


Purchase Price*




€750,000,000 1.00 per cent.

Notes due 2023

(the 2023 Notes)


XS1520733301 / 152073330


€90,366,000


103.572 per cent.




€500,000,000 1.25 per cent.

Notes due 2025

(the 2025 Notes)


XS1622193750 / 162219375


€92,085,000


106.732 per cent.




*    expressed as a percentage of the nominal amount of the relevant Notes and determined in the manner described in the Tender Offer Memorandum on the basis of a Settlement Date of 28 July 2021.
The Issuer will also pay Accrued Interest in respect of those Notes accepted for purchase pursuant to the Offers.
Settlement of the Offers is expected to take place on 28 July 2021 (the Settlement Date). Following settlement of the Offers on the Settlement Date, €431,186,000 in aggregate nominal amount of the 2023 Notes and €280,754,000 in aggregate nominal amount of the 2025 Notes will remain outstanding.
Results of the Proposals
On 9 July 2021, the Issuer announced that the meetings (the Meetings) convened for the Noteholders to consider the Proposals on 9 July 2021 were adjourned through lack of quorum, and that adjourned Meetings (the Adjourned Meetings) would be convened to consider and, if thought fit, approve the Proposals. 
The Adjourned Meetings were held earlier today, 26 July 2021, and NOTICE IS HEREBY GIVEN to Noteholders that, in respect of each Series, the quorum required for the relevant Extraordinary Resolution to be considered at the relevant Adjourned Meeting was not present and, accordingly, each Adjourned Meeting was dissolved and so the Proposals will not be implemented by the Issuer.
Other Purchases of Notes  
The Issuer and its affiliates may, to the extent permitted by applicable law, continue to acquire Notes after settlement of the Offers on the Settlement Date, including through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise. Such purchases may be on such terms and at such prices as they may determine, which may be more or less than the prices to be paid pursuant to the Offers and could be for cash or other consideration or otherwise on terms more or less favourable than those contemplated by the Offers.
Barclays Bank Ireland PLC (Email: eu.lm@barclays.com; Attention: Liability Management Group) and Nordea Bank Abp (Telephone: +45 61 61 29 96; Email: NordeaLiabilityManagement@nordea.com; Attention: Nordea Liability Management) are acting as Dealer Managers for the Offers and Proposals and Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Email: sampo@lucid-is.com; Attention: Oliver Slyfield / Illia Vyshenskyi) is acting as Tender and Information Agent. 
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 Offers and the Proposals described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) No. 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, Head of Investor Relations at Sampo plc.
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/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 comes are required by the Issuer, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.

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