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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Sampo announces a mandatory no-premium offer for Topdanmark
Sampo plc ("Sampo") has acquired a total of 31,676,920 shares in Topdanmark A/S, the second largest Danish insurance company, the shares are listed on Nasdaq Copenhagen (Danish company registration number 78040017, "Topdanmark"), representing approximately 33.34 per cent of the entire issued share capital and of all voting rights of Topdanmark. The acquisition has given rise to an obligation for Sampo to make a mandatory public cash offer (the "Mandatory Offer") to the other shareholders of Topdanmark to acquire all outstanding shares (excluding treasury shares, and other financial instruments, warrants and share options, if applicable, issued by Topdanmark and shares held by Topdanmark shareholders resident in certain restricted jurisdictions pursuant to the Danish Takeover Order (no. 562 of 2 June 2014) Section 2(1).
The obligation to make the Mandatory Offer arises as a result of Sampo in the period from 6 September 2016 until today having acquired 200,000 Topdanmark shares in the market with the highest purchase price being DKK 183 (the "Highest Price Paid") and thereby crossing the applicable Danish threshold of one third of the total outstanding voting rights of Topdanmark. In connection herewith, Sampo has also acquired 31,476,920 Topdanmark shares at a price of DKK 183 per share, representing approximately 33.13 per cent of the entire issued share capital and of all voting rights of Topdanmark (including treasury shares), from its wholly owned subsidiary If P&C Insurance Holding Ltd. ("If"). Following Sampo's acquisition of If's shareholding in Topdanmark, If no longer holds any shares in Topdanmark.
Sampo believes that actively obtaining over one third of Topdanmark's shares and triggering the Mandatory Offer adds clarity around Sampo's position in Topdanmark as opposed to passively increasing its ownership through a potential cancellation of shares as a result of Topdanmark's share buyback programme.
The Mandatory Offer
The Mandatory Offer is not expected to increase Sampo's holding in Topdanmark substantially and the financial impact of the Mandatory Offer on Sampo is therefore expected to be insignificant. The Mandatory Offer is not either expected to change the accounting treatment of the Topdanmark holding in Sampo Group's consolidated accounts.
Offer Document and period for Mandatory Offer
Sampo will ensure that within four weeks after the date of this announcement an offer document (the "Offer Document") is published, in accordance with the Danish Takeover Order Section 2(2). The Offer Document will contain details concerning the Mandatory Offer. Once launched, the Mandatory Offer will be open for acceptance for at least four weeks, as required by the Danish Takeover Order.
Pursuant to the Danish Takeover Order (no. 562 of 2 June 2014) Sections 20 and 27, a Danish translation of this announcement is attached hereto.
Board of Directors
Head of Investor Relations and Group Communications
tel. +358 10 516 0030
tel. +358 10 516 0031
London Stock Exchange
The principal media
Financial Supervisory Authority
Nordea is acting as exclusive financial advisor, Plesner is acting as Danish legal advisor and Hannes Snellman Attorneys Ltd is acting as Finnish legal advisor as well as Impact acting as communications planning consultant to Sampo in connection with the Mandatory Offer.
The Mandatory Offer described in this announcement will be made pursuant to the Danish Securities Trading Act and the Danish Takeover Order and will be governed by Danish law.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to purchase, buy or subscribe for, securities to any person in the United States of America, Australia, Canada, South Africa, Hong Kong or Japan or in any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
This announcement is not an offer to purchase securities in the United States of America. Securities may not be offered, purchased or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Any public offer to purchase securities to be made in the United States of America would be made by means of a prospectus or offer document that would be obtained from Sampo and would contain detailed information about Topdanmark and management, as well as financial statements. There will be no offer to purchase securities in the United States of America, Australia, Canada, South Africa, Hong Kong or Japan or in any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.