Company Announcements

Indicative Results of Tender Offers

Source: RNS
RNS Number : 4628A
Sampo PLC
23 September 2025
 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (the EUWA).

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 OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

SAMPO PLC ANNOUNCES INDICATIVE RESULTS OF ITS TENDER OFFERS FOR ITS SUBORDINATED NOTES DUE 2052 AND 2049

23 September 2025. Sampo plc (the Offeror) announces today the indicative results of its separate invitations to holders of its outstanding (i) EUR 1,000,000,000 Fixed/Floating Subordinated Rate Dated Notes due September 2052 (ISIN: XS2226645278) (the 2052 Notes) and (ii) EUR 500,000,000 Fixed/Floating Rate Dated Subordinated Notes due 2049 (ISIN: XS1995716211) (the 2049 Notes and, together with the 2052 Notes, the Notes and each a Series) to tender such Notes for purchase by the Offeror for cash, in each case subject to the satisfaction (or waiver) of the New Financing Condition and the other conditions described in the Tender Offer Memorandum (each such invitation an Offer, and together, the Offers).

The Offers were announced on 15 September 2025 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 15 September 2025 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offers. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 5.00 p.m. (CEST) on 22 September 2025.

As at the Expiration Deadline, the Offeror had received valid tenders for purchase pursuant to the relevant Offer of €432,764,000 in aggregate nominal amount of the 2052 Notes. Therefore, the Offeror does not expect to purchase any valid tenders of 2049 Notes for purchase pursuant to the relevant Offer.

Expected Series Acceptance Amounts and Applicable Scaling Factor in respect of the 2052 Notes

If the Offeror decides to accept (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) Notes for purchase pursuant to the relevant Offer(s), the approximate levels at which it expects to set each Series Acceptance Amount and applicable Scaling Factor in respect of the 2052 Notes will be as follows, as the Offeror intends to set the Aggregate Consideration Amount at approximately €295,000,000:

Priority of Acceptance

Series

Expected Series Acceptance Amount

Expected Scaling Factor

1

2052 Notes

Approximately €316,000,000

Approximately 73 per cent.

2

2049 Notes

€0

Not Applicable

Noteholders should note that this is a non-binding indication of the approximate levels at which the Offeror expects to set each Series Acceptance Amount and applicable Scaling Factor in respect of the 2052 Notes.

Pricing for the Offers will take place at around 1.00 p.m. (CEST) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Offeror will announce whether it will accept (subject to satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) any valid tenders of Notes pursuant to either or both of the Offers and, if so accepted, the Aggregate Consideration Amount, each Series Acceptance Amount, each Interpolated Mid-Swap Rate, each Purchase Yield, each Purchase Price and (if applicable) details of any pro rata scaling that will be applied to either Series.

Subject to satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offers is expected to be 25 September 2025.

BNP PARIBAS (Telephone: +33 1 55 77 78 94; Attention: Liability Management Group; Email: liability.management@bnpparibas.com); Citigroup Global Markets Europe AG (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: liabilitymanagement.europe@citi.com); Morgan Stanley & Co. International plc (Telephone: +44 20 7677 5040; Attention: Liability Management Team, Global Capital Markets; Email: liabilitymanagementeurope@morganstanley.com); and Nordea Bank Abp (Telephone: +45 6161 2996; Attention: Nordea Liability Management; Email: nordealiabilitymanagement@nordea.com).are acting as Dealer Managers for the Offers.

Kroll Issuer Services (Telephone: +44 20 7704 0880; Attention: Jacek Kusion; Email: sampo@is.kroll.com; Offer Website: https://deals.is.kroll.com/sampo) is acting as Tender Agent for the Offers.

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (as it forms part of UK domestic law by virtue of the EUWA (UK MAR)), encompassing information relating to the Offers described above. For the purposes of UK MAR and Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Sami Taipalus, Head of Investor Relations at the Offeror.

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 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 Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

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