TIDM95BM
RNS Number : 9883Y
Sampo PLC
09 September 2022
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 STOCK EXCHANGE RELEASE 9 September 2022 at 3.00 pm
Sampo plc announces final results of its cash tender offers in
respect of its outstanding EUR 500,000,000 1.625 per cent. Notes
due 21 February 2028, EUR 500,000,000 2.250 per cent. Notes due 27
September 2030, EUR 500,000,000 1.250 per cent. Notes due 30 May
2025 and EUR 750,000,000 1.00 per cent. Notes due 18 September
2023
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
2028 Notes, the 2030 Notes, the 2025 Notes and the 2023 Notes
described above (each as defined below). For the purposes of UK MAR
and Article 2 of the Commission Implementing Regulation (EU)
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, the Head of Investor Relations of Sampo
plc.
Sampo plc (the "Issuer") today announces the final results of
its invitations to holders of its outstanding EUR 500,000,000 1.625
per cent. Notes due 21 February 2028 (ISIN: XS1775786574) (the
"2028 Notes"), EUR 500,000,000 2.250 per cent. Notes due 27
September 2030 (ISIN: XS1888184121) (the "2030 Notes"), EUR
500,000,000 1.250 per cent. Notes due 30 May 2025 (ISIN:
XS1622193750) (the "2025 Notes") and EUR 750,000,000 1.00 per cent.
Notes due 18 September 2023 (ISIN: XS1520733301) (the "2023 Notes")
(together, the "Securities" and each series of Securities, a
"Series") to (i) tender any and all of their 2028 Notes, and (ii)
to tender their 2030 Notes, 2025 Notes and 2023 Notes up to
(subject as set out in the Tender Offer Memorandum (as defined
below)) an aggregate principal amount of the EUR 500,000,000 less
the aggregate principal amount of the 2028 Notes validly tendered
and accepted for purchase, subject to the Acceptance Priority
Levels set out in herein, in each case for purchase by the Issuer
for cash.
Such invitations (the "Tender Offers") were announced on 31
August 2022 and were made on the terms and subject to the
conditions contained in the tender offer memorandum dated 31 August
2022 (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.
Final Acceptance Amount and Pricing Information
As at the Expiration Time, being 5.00 pm Central European time
on 8 September 2022, the Issuer had received valid tenders for
purchase pursuant to the Tender Offers of: (i) EUR 186,982,000 of
the 2028 Notes; (ii) EUR 95,142,000 of the 2030 Notes; (iii) EUR
108,000,000 of the 2025 Notes; and (iv) EUR 110,505,000 of the 2023
Notes.
The Issuer has decided to set the Final Acceptance Amount at EUR
500,629,000. Pricing for the Tender Offers took place at or around
2.00 pm Central European time today.
A summary of the final results of, and pricing for, each Series
of Securities appears below:
Any and all Securities
Description of the Securities EUR 500,000,000 1.625 per cent. Notes
due 21 February 2028
ISIN XS1775786574
--------------------------------------
Acceptance Priority Level N/A
--------------------------------------
Principal Amount of the
Securities Accepted for
Purchase EUR 186,982,000
--------------------------------------
Tender Price 96.163%
--------------------------------------
Interpolated Mid-Swap Rate 2028 Notes Interpolated Mid-Swap Rate
of 2.384%
--------------------------------------
Fixed Purchase Spread 0 bps
--------------------------------------
Tender Yield 2028 Notes Fixed Purchase Yield of
2.384%
--------------------------------------
Scaling Factor N/A
--------------------------------------
Capped Tender Offer Securities
Description of EUR 500,000,000 EUR 500,000,000 EUR 750,000,000
the Securities 2.250 per cent. 1.250 per cent. 1.00 per cent.
Notes due 27 September Notes due 30 May Notes due 18 September
2030 2025 2023
ISIN XS1888184121 XS1622193750 XS1520733301
------------------------ ------------------------ ------------------------
Acceptance Priority
Level 1 2 3
------------------------ ------------------------ ------------------------
Principal Amounts
of the Securities
Accepted for Purchase EUR 95,142,000 EUR 108,000,000 EUR 110,505,000
------------------------ ------------------------ ------------------------
Tender Price 97.073% 98.326% 100.100%
------------------------ ------------------------ ------------------------
Interpolated 2030 Notes Interpolated 2025 Notes Interpolated N/A
Mid-Swap Rate Mid-Swap Rate Mid-Swap Rate
of 2.459% of 2.288%
------------------------ ------------------------ ------------------------
Fixed Purchase +20 bps -40 bps N/A
Spread
------------------------ ------------------------ ------------------------
Tender Yield 2030 Notes Fixed 2025 Notes Fixed N/A
Purchase Yield Purchase Yield
of 2.659% of 1.888%
------------------------ ------------------------ ------------------------
Scaling Factor N/A N/A N/A
------------------------ ------------------------ ------------------------
General
The Settlement Date in respect of the Securities accepted for
purchase pursuant to the Tender Offers is expected to be 12
September 2022.
Following settlement of the Tender Offers, (i) EUR 313,018,000
of the 2028 Notes; (ii) EUR 404,858,000 of the 2030 Notes; (iii)
EUR 161,904,000 of the 2025 Notes; and (iv) EUR 318,181,000 of the
2023 Notes will remain outstanding.
The Issuer will also pay an Accrued Interest Payment in respect
of Securities purchased pursuant to the Tender Offers.
Contact information
Dealer Managers for the Tender Offers:
Citigroup Global Markets Limited
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com
Nordea Bank Abp
Telephone: +45 61360379
Attention: Nordea Liability Management
Email: nordealiabilitymanagement@nordea.com
Tender Agent for the Tender Offers:
Kroll Issuer Services Limited
Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: sampo@is.kroll.com
Website: https://deals.is.kroll.com/sampo
DISCLAIMER:
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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END
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