TIDMSAMPO
SAMPO PLC INSIDE INFORMATION
10 November 2020 at 7:15 pm
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 plans to reduce ownership in Nordea in line with its strategy
Sampo has today announced the launch of an accelerated bookbuild
offering to institutional investors of 162 million Nordea shares. The
offering represents 4.0 per cent of the outstanding shares in Nordea and
would reduce Sampo's ownership in Nordea to 15.9 per cent.
The planned disposal represents a step in steering Sampo towards the
Group's strategic focus area -- its P&C insurance operations. Over time,
the Group will explore options to continue this process, with the aim of
placing P&C insurance at the core of shareholder value creation. Sampo
remains confident in Nordea's ability to deliver on its strategy and
2022 financial targets and continues to be the largest shareholder in
the bank.
The planned transaction will further strengthen Sampo Group's Solvency
II ratio. Nordea's status as an associated company remains unchanged.
The average acquisition price of Nordea is EUR 6.46 per share but the
book value in the Group's consolidated balance sheet was EUR 8.62 per
share on 30 September 2020, exceeding the expected sale price. The
accounting loss from the transaction will be treated as an extraordinary
item in calculating the dividend paid for 2020 and it will therefore not
impact the dividend. Sampo's dividend policy, adopted on 6 February
2020, is to pay total annual dividends of at least 70 per cent of
Group's net profit (excluding extraordinary items) and that share
buy-backs can be used to complement the cash dividend.
Sampo plans to use the cash generated by the Nordea share sale to reduce
debt leverage and to strengthen the Group's liquidity position and
ability to respond to future opportunities.
Goldman Sachs International and Citigroup Global Markets Europe AG are
acting as Joint Bookrunners of the transaction. The result of the
transaction will be announced on 11 November 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 9 May 2021.
SAMPO PLC
Jarmo Salonen
Head of Investor Relations and Group Communications
tel. +358 10 516 0030
Maria Silander
Communications Manager, Media Relations
tel. +358 10 516 0031
Important notice
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.
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
EQUITY OFFERING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1)
QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS REGULATION (EU)
2017/1129 AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR
ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER OR ARE PERSONS
TO WHOM AN OFFER OF THE SECURITIES REFERRED TO HEREIN MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THE INFORMATION REGARDING THE EQUITY OFFERING SET
OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS
AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
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 THEIR 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.
Distribution:
Nasdaq Helsinki
London Stock Exchange
The principal media
Financial Supervisory Authority
https://www.globenewswire.com/Tracker?data=Xi5i734Y9eDw28lCuoHdUUT6RwA4dMmQ0dRonREdmxGRkNWK7LoLdNON9Q6Om8klSKr0Ic1WtPfvIE3fdhXfYw==
www.sampo.com
(END) Dow Jones Newswires
11-10-20 1230ET