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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Sampo launches further sale of Nordea shares
Sampo has today announced the launch of an accelerated bookbuild offering of a maximum of 73 million Nordea shares to institutional investors. The offering implies a potential reduction in Sampo’s stake in Nordea of up to 1.8 percentage points to 10.1 per cent of all outstanding shares.
The planned disposal represents a further step toward Sampo’s aim to materially reduce its ownership in Nordea by end of August 2022 in order to focus its strategy and capital allocation toward P&C insurance.
The result of the transaction will be announced on 10 September 2021 at the latest. In connection with the offering, Sampo has entered into a lock-up undertaking, under which it has, subject to certain exceptions, agreed not to sell any Nordea shares for a period ending at 8 November 2021. The book value of the Nordea holding in Sampo Group’s consolidated balance sheet was EUR 7.93 per share on 30 June 2021. BofA Securities Europe SA is acting as Bookrunner of the transaction.
For more information, please contact:
Head of Investor Relations
tel. +358 10 516 0030
Communications Manager, Media Relations
tel. +358 10 516 0031
THIS ANNOUNCEMENT HAS BEEN MADE FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO BUY, SELL, ISSUE OR SUBSCRIBE FOR, OR THE SOLICITATION OF AN OFFER TO BUY, SELL, ISSUE OR SUBSCRIBE FOR ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS ONLY BEING DISTRIBUTED TO AND IS DIRECTED AT “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, (A) HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”); (B) WHO ARE HIGH NET WORTH ENTITIES DESCRIBED IN ARTICLE 49(2) (A) TO (D) OF THE ORDER; OR (C) OTHER PERSONS TO WHOM THEY MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES WILL ONLY BE AVAILABLE TO AND WILL ONLY BE ENGAGED IN WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
ANY INVESTMENT DECISION TO BUY SECURITIES IN THE EQUITY OFFERING MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE SOLE BOOKRUNNER OR THE SELLER. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, AUSTRALIAN, CANADIAN, JAPANESE OR OTHER APPLICABLE SECURITIES LAWS.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SECURITIES REFERRED TO HEREIN IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE SOLE BOOKRUNNER OR ANY OF ITS RESPECTIVE AFFILIATES OR ANY OTHER PERSON THAT WOULD PERMIT AN OFFER OF THE SECURITIES REFERRED TO HEREIN OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE SECURITIES REFERRED TO HEREIN IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE SOLE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THE SOLE BOOKRUNNER IS ACTING EXCLUSIVELY FOR THE SELLER AND NO ONE ELSE IN CONNECTION WITH THE EQUITY OFFERING. THE SOLE BOOKRUNNER WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS ANNOUNCEMENT) AS ITS CLIENT IN RELATION TO THE EQUITY OFFERING AND THE SOLE BOOKRUNNER WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE OFFERING OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. THE SOLE BOOKRUNNER MAY PARTICIPATE IN THE OFFERING ON A PROPRIETARY BASIS.
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