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NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
Sampo plc announces indicative results of its cash tender offers in respect of its outstanding EUR 500,000,000 1.50 per cent. Notes due 16 September 2021, SEK 700,000,000 0.875 per cent. Notes due 23 May 2022, SEK 1,300,000,000 Floating Rate Notes due 23 May 2022, EUR 750,000,000 1.00 per cent. Notes due 18 September 2023 and EUR 500,000,000 1.250 per cent. Notes due 30 May 2025
This announcement is released by Sampo plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the 2021 Notes, 2022 Fixed Rate Notes, 2022 Floating Rate Notes, 2023 Notes and 2025 Notes described above (each as defined below). For the purposes of MAR and Article 2 of the Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Jarmo Salonen, the Head of Investor Relations and Group Communications of Sampo plc.
Sampo plc (the “Issuer”) today announces the indicative results of its invitations to holders of its outstanding EUR 500,000,000 1.50 per cent. Notes due 16 September 2021 (ISIN: XS1110299036) (the “2021 Notes”), SEK 700,000,000 0.875 per cent. Notes due 23 May 2022 (ISIN: XS1823483414) (the “2022 Fixed Rate Notes”), SEK 1,300,000,000 Floating Rate Notes due 23 May 2022 (ISIN: XS1823484222) (the “2022 Floating Rate Notes”), EUR 750,000,000 1.00 per cent. Notes due 18 September 2023 (ISIN: XS1520733301) (the “2023 Notes”) and EUR 500,000,000 1.250 per cent. Notes due 30 May 2025 (ISIN: XS1622193750) (the “2025 Notes”) (together, the “Securities” and each series of Securities, a “Series”) to (i) tender any and all of their 2023 Notes and (ii) to tender their 2021 Notes, 2022 Fixed Rate Notes, 2022 Floating Rate Notes and 2025 Notes up to (subject as set out herein and allocated in the Issuer’s sole discretion) an aggregate principal amount of the Euro Equivalent of €750,000,000 less the aggregate principal amount of the 2023 Notes validly tendered and accepted for purchase, in each case for purchase by the Issuer for cash.
Such invitations (the “Tender Offers”) were announced on 23 November 2020 and were made on the terms and subject to the conditions and the offer and distribution restrictions contained in the tender offer memorandum dated 23 November 2020 (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 30 November 2020, the Issuer had received valid tenders for purchase pursuant to the Tender Offers of: (i) EUR 139,609,000 of the 2021 Notes; (ii) SEK 582,000,000 of the 2022 Fixed Rate Notes; (iii) SEK 1,050,000,000 of the 2022 Floating Rate Notes; (iv) EUR 228,448,000 of the 2023 Notes; and (v) EUR 127,161,000 of the 2025 Notes. The Issuer expects that the principal amounts of the Securities accepted for purchase will be as follows:
|Description of the Securities
||EUR 750,000,000 1.00 per cent. Notes due 18 September 2023||EUR 500,000,000 1.50 per cent. Notes due 16 September 2021||SEK 700,000,000 0.875 per cent. Notes due 23 May 2022||SEK 1,300,000,000 Floating Rate Notes due 23 May 2022||EUR 500,000,000 1.250 per cent. Notes due 30 May 2025|
|Expected Principal Amounts of the Securities Accepted for Purchase||EUR 228,448,000||EUR 139,609,000||SEK 582,000,000||SEK
|Expected Scaling Factor||N/A||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 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 Factors (in respect of the 2021 Notes, 2022 Fixed Rate Notes, 2022 Floating Rate Notes and 2025 Notes, if applicable) and the relevant Tender Price and Accrued Interest, and (ii) in respect of the 2025 Notes, the 2025 Notes Fixed Purchase Yield and the 2025 Notes Interpolated Mid-Swap Rate.
The Settlement Date in respect of the Securities accepted for purchase pursuant to the Tender Offers is expected to be 2 December 2020.
Dealer Managers for the Tender Offers:
Citigroup Global Markets Limited
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Nordea Bank Abp
Telephone: +45 61612996
Attention: Nordea Liability Management
Tender Agent for the Tender Offers:
Lucid Issuer Services Limited
Telephone: +44 20 7704 0880
Attention: Paul Kamminga
Communications Manager, Media Relations
Telephone: +358 10 516 0031
Investor Relations and Communications Specialist
Telephone: +358 10 516 0032
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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