TIDM95BM
RNS Number : 2272C
Sampo PLC
17 June 2021
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE UNITED KINGDOM MARKET ABUSE
REGULATION (REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED).
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 AND THE DISTRICT OF
COLUMBIA), TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMED) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT. (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
Sampo plc announces tender offers and proposals for its
EUR750,000,000 1.00 per cent. Notes due 2023 and EUR500,000,000
1.25 per cent. Notes due 2025
17 June 2021. Sampo plc (the Issuer) today announces separate
invitations to:
(i) holders (the Noteholders) of the notes described below
(together the Notes and each series of the Notes, a Series) issued
by the Issuer to tender any and all of their Notes for purchase by
the Issuer for cash (each such invitation referred to in this
paragraph (i), an Offer and together the Offers); and
(ii) Noteholders of each Series to approve, by Extraordinary
Resolution (as defined below), the modification of the terms and
conditions of the relevant Series (in respect of each Series, the
Conditions) to provide for the Issuer to redeem (the Issuer Early
Redemption) all, but not some only, of the Notes of the relevant
Series that remain outstanding (if any) on completion of the
relevant Offer (each such invitation referred to in this paragraph
(ii), a Proposal and together the Proposals),
subject, in each case, to the terms and conditions set out in
the Tender Offer Memorandum dated 17 June 2021 (the Tender Offer
Memorandum) including, in the case of the Offers, the offer and
distribution restrictions described below and set out more fully in
the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender and
Information Agent referred to below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Aggregate nominal Amount subject to
Description of ISIN / amount the relevant
the Notes Common Code outstanding Purchase Yield Purchase Price* Offer
------------------ ------------------- ------------------ ----------------- ------------------ ------------------
EUR750,000,000 XS1520733301/ EUR 521,552,000 -0.650 per cent. Determined as Any and all
1.00 per cent. 152073330 set out in the
Notes due 2023 Tender Offer
(the 2023 Notes) Memorandum
EUR500,000,000 XS1622193750/ EUR 372,839,000 -0.600 per cent. Determined as
1.25 per cent. 162219375 set out in the
Notes due 2025 Tender Offer
(the 2025 Notes) Memorandum
* For information purposes only, the Purchase Price in respect
of each Series will, when determined in the manner described in the
Tender Offer Memorandum on the basis of a Settlement Date of 13
July 2021, be (i) in respect of the 2023 Notes, 103.641 per cent.
and (ii) in respect of the 2025 Notes, 106.810 per cent. Should the
Settlement Date in respect of either Series accepted for purchase
pursuant to the relevant Offer differ from 13 July 2021, the
Purchase Price in respect of such Series will be recalculated, all
as further described in the Tender Offer Memorandum.
Rationale for the Offers and the Proposals
The Offers and the Proposals are being made as part of the
Issuer's commitment to the active management of its balance sheet.
The purpose of the Offers and the Proposals is to pro-actively
manage the Issuer's upcoming redemptions and to reduce gross debt.
The Issuer intends to cancel all of the Notes acquired pursuant to
the Offers. Notes which have not been validly tendered and accepted
for purchase pursuant to the relevant Offer(s) will (i) if the
Proposal in respect of the relevant Series is implemented, be
automatically redeemed on the Early Redemption Date (as described
below) or (ii) if the Proposal in respect of the relevant Series is
not implemented, remain outstanding on their existing terms.
Details of the Offers
The Issuer will pay, on the Settlement Date, for the Notes of
each Series accepted by it for purchase pursuant to the Offers, a
cash purchase price for such Notes (in respect of each Series, a
Purchase Price) to be determined in the manner described in the
Tender Offer Memorandum by reference to the purchase yield for the
relevant Series specified in the table above (each a Purchase
Yield).
Each Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
the Notes of the relevant Series accepted for purchase pursuant to
the relevant Offer (rounded to the nearest 0.001 per cent., with
0.0005 per cent. rounded upwards), and is intended to reflect (a)
in the case of the 2023 Notes, a yield to maturity of the 2023
Notes or (b) in the case of the 2025 Notes, a yield to 1 March 2025
(being the first optional call date for the 2025 Notes), in each
case on the Settlement Date based on the relevant Purchase Yield.
Specifically, each Purchase Price will equal (a) the value of all
remaining payments of principal and interest on the relevant Series
up to and including (i) in the case of the 2023 Notes, the
scheduled maturity date for the 2023 Notes and (ii) in the case of
the 2025 Notes, 1 March 2025 (being the first optional call date
for the 2025 Notes and assuming redemption of the 2025 Notes on
that date), in each case discounted to the Settlement Date at a
discount rate equal to the relevant Purchase Yield, minus (b)
Accrued Interest for such Series.
The Issuer will also pay, on the Settlement Date, an Accrued
Interest Payment in respect of those Notes accepted for purchase
pursuant to the relevant Offer(s).
In order to participate in an Offer, Noteholders must validly
tender their Notes for purchase by delivering, or arranging to have
delivered on their behalf, a valid Tender Instruction that is
received by the Tender and Information Agent by 5.00 p.m. (London
time) on 1 July 2021 (the Tender Expiration Deadline).
In addition to delivering a valid Tender Instruction that is
received by the Tender and Information Agent by the Tender
Expiration Deadline, to be eligible to receive the relevant
Purchase Price and Accrued Interest Payment, Noteholders who tender
their Notes must not attend, or seek to attend, the relevant
Meeting in person or make any other arrangements to be represented
at the relevant Meeting (other than by way of the relevant Tender
Instructions). Noteholders are entitled to, and so may choose to,
attend and vote at the relevant Meeting in person (by way of
teleconference), or make other arrangements to be represented and
vote at the relevant Meeting (other than by way of the relevant
Tender Instruction), in accordance with the Meeting Provisions, and
as described in the Notice. However, any such Noteholder that
separately seeks to appoint a proxy to vote at the relevant Meeting
on its behalf or attends the relevant Meeting in person (by way of
teleconference) or makes other arrangements to be represented and
vote at the relevant Meeting (other than by way of the relevant
Tender Instructions) will not be eligible to receive the relevant
Purchase Price or Accrued Interest Payment, irrespective of whether
such Noteholder has delivered a Tender Instruction or such other
arrangements are made by the Tender Expiration Deadline.
If the Issuer decides to accept valid tenders of Notes pursuant
to one or both of the Offers, the Issuer will accept for purchase
all of the Notes of each Series that are the subject of such
Offer(s) that are validly tendered and there will be no pro rata
scaling of any tenders of Notes of such Series for purchase.
The Issuer reserves the right (in its sole discretion) to accept
valid tenders of Notes of a Series in the circumstances where the
Extraordinary Resolution(s) for one or more Series is (or are) not
passed, or to accept valid tenders of Notes of one Series (whether
or not either or both of the Extraordinary Resolutions is (or are)
passed) for purchase but not the other Series and may make any such
decision for any reason.
Details of the Proposals
The Issuer is also separately inviting the holders of each
Series to approve certain modifications to the terms and conditions
of the relevant Series (in respect of each Series, the Conditions)
to provide for the Issuer to redeem (the Issuer Early Redemption)
all, but not some only, of the Notes of such Series that remain
outstanding (if any) on completion of the relevant Offer, at an
early redemption amount (in respect of each Series, the Early
Redemption Amount) to be determined in the manner described below,
plus Accrued Interest, on the date (in respect of each Series, the
Early Redemption Date) specified in the relevant Amended and
Restated Final Terms, which is expected to be 14 July 2021
(assuming no adjournment is needed for the relevant
Meeting(s)).
Each Early Redemption Amount will be determined by reference to
a fixed redemption yield of (I) in the case of the 2023 Notes,
-0.400 per cent. and (II) in the case of the 2025 Notes, -0.275 per
cent., in each case in accordance with market convention, and will
be expressed as a percentage of the nominal amount of the Notes of
the relevant Series (rounded to the nearest 0.001 per cent., with
0.0005 per cent. rounded upwards). Each Early Redemption Amount is
intended to reflect (a) in the case of the 2023 Notes, a yield to
maturity of the 2023 Notes or (b) in the case of the 2025 Notes, a
yield to 1 March 2025 (being the first optional call date for the
2025 Notes), in each case on the Early Redemption Date based on the
relevant fixed redemption yield specified above. Specifically, each
Early Redemption Amount will equal (a) the value of all remaining
payments of principal and interest on the relevant Series up to and
including (i) in the case of the 2023 Notes, the scheduled maturity
date and (ii) in the case of the 2025 Notes, 1 March 2025 (being
the first optional call date for the 2025 Notes and assuming
redemption of the 2025 Notes on that date), in each case discounted
to the relevant Early Redemption Date at a discount rate equal to
the relevant fixed redemption yield specified above, minus (b)
Accrued Interest for such Series.
For information purposes only, the Early Redemption Amount in
respect of each Series will, when determined in the manner
described in the Tender Offer Memorandum on the basis of an Early
Redemption Date of 14 July 2021, be (i) in respect of the 2023
Notes, 103.073 per cent. and (ii) in respect of the 2025 Notes,
105.567 per cent. Should the relevant Early Redemption Date in
respect of either Series differ from 14 July 2021, the Early
Redemption Amount in respect of such Series will be recalculated,
all as further described in the Tender Offer Memorandum.
If the Proposal for either Series is implemented, such Series
shall be automatically redeemed on the Early Redemption Date
without any further action being required to be taken by the Issuer
or the holder of the relevant Notes.
Noteholders should refer to the Notice and the draft Amended and
Restated Final Terms in respect of the relevant Series for full
details of the manner in which the Conditions for such Series are
proposed to be modified as referred to above.
Notice (the Notice) of separate meetings (together the Meetings)
of the Noteholders to be held on 9 July 2021 has been published on
or around the date of this announcement in accordance with the
relevant Conditions by delivery to the Clearing Systems for
communication to Direct Participants.
At each Meeting, the Noteholders of the relevant Series will be
asked to consider and, if thought fit, pass an extraordinary
resolution as set out in the Notice (each an Extraordinary
Resolution), which will provide, among other things, for the Issuer
to execute the Amended and Restated Final Terms in respect of the
relevant Series to effect the necessary modifications pursuant to
such Extraordinary Resolution, which will implement the relevant
Proposal.
Any Noteholder who does not wish, or is not able, to tender its
Notes for purchase pursuant to the relevant Offer may be eligible,
to the extent permitted by applicable laws and regulations, to
receive an early consent fee for the relevant Series (in respect of
each Series, the Early Consent Fee). The Early Consent Fee in
respect of each Series will be an amount equal to (i) the relevant
Purchase Price for any Notes of such Series validly tendered and
accepted for purchase by the Issuer pursuant to the relevant Offer
less (ii) the relevant Early Redemption Amount for such Series.
For information purposes only, the Early Consent Fee in respect
of each Series will, when determined in the manner described in the
Tender Offer Memorandum on the basis of a Settlement Date for the
relevant Offer of 13 July 2021 and an Early Redemption Date for the
relevant Proposal of 14 July 2021, be (i) in respect of the 2023
Notes, 0.568 per cent. and (ii) in respect of the 2025 Notes, 1.243
per cent. Should the relevant Settlement Date and/or Early
Redemption Date in respect of either Series differ from the
relevant date above, the Early Consent Fee in respect of such
Series will be recalculated, all as further described in the Tender
Offer Memorandum.
In order to be eligible for the relevant Early Consent Fee,
Noteholders must deliver, or arrange to have delivered on their
behalf, a valid Voting Only Instruction in favour of the relevant
Extraordinary Resolution that is received by the Tender and
Information Agent by 5.00 p.m. (London time) on 1 July 2021 (the
Early Voting Deadline) (and which is not subsequently revoked (in
the limited circumstances in which such revocation is
permitted)).
Where payable, the relevant Early Consent Fee will be paid by
the Issuer to relevant Noteholders on the Settlement Date in the
same manner as the payment of the relevant Purchase Price is made
to eligible Noteholders (subject to the right of the Issuer to
amend such date of payment to follow any adjourned Meeting for the
relevant Series, if required, and otherwise as set out in the
Tender Offer Memorandum).
By either (i) submitting a Tender Instruction in respect of the
relevant Offer that is received by the Tender and Information Agent
by the Tender Expiration Deadline or (ii) submitting a Voting Only
Instruction in respect of the relevant Proposal that is received by
the Tender and Information Agent by 5.00 p.m. (London time) on 6
July 2021 (the Voting Deadline), Noteholders will automatically
instruct the Fiscal Agent to appoint one or more representatives of
the Tender and Information Agent as their proxy to vote (a) in the
case of Tender Instructions, in favour of, or (b) in the case of
Voting Only Instructions, in favour of or against (as specified in
the relevant Voting Only Instruction) the relevant Extraordinary
Resolution at the relevant Meeting. It will not be possible to
validly tender Notes in the Offers or to validly submit Voting Only
Instructions in the Proposals without at the same time giving such
instructions to the Fiscal Agent.
Quorum and Voting
The quorum required for each Meeting to consider the relevant
Extraordinary Resolution is one or more persons present and holding
or representing in the aggregate not less than three-quarters of
the aggregate nominal amount of the relevant Series for the time
being outstanding. At any adjourned Meeting one or more persons
present and holding or representing in the aggregate a clear
majority of the aggregate nominal amount of Notes of the relevant
Series for the time being outstanding will form a quorum. To be
passed at the relevant Meeting, an Extraordinary Resolution
requires a majority consisting of not less than three-quarters of
the votes cast at such Meeting.
If passed, an Extraordinary Resolution shall be binding on all
Noteholders of the relevant Series, whether present or not at the
relevant Meeting and whether or not voting. The implementation of
the Extraordinary Resolution in respect of either Series, if
passed, is conditional on the acceptance for purchase by the Issuer
of the Notes of the relevant Series that have been validly tendered
in the Offer applicable to such Series.
General
Under the Offers and the Proposals, all Tender Instructions and
Voting Only Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum (and, in the
case of Voting Only Instructions against the relevant Extraordinary
Resolution, as otherwise described in the Tender Offer Memorandum).
Tender Instructions must be submitted in respect of a minimum
nominal amount of EUR100,000 (being the minimum denomination of
each Series), and may be submitted in integral multiples of
EUR1,000 thereafter. Voting Only Instructions must be submitted in
respect of a minimum nominal amount of EUR1,000. A separate Tender
Instruction or Voting Only Instruction in respect of the relevant
Proposal must be submitted in respect of each Series.
Indicative Timetable
Date Event
17 June 2021 Commencement of the Offers and the Proposals
Offers and the Proposals announced
Notice delivered to Clearing Systems for communication to
Direct Participants
Tender Offer Memorandum available from the Tender and
Information Agent, and documents referred
to in the Notice available from the Tender and Information
Agent and from the Fiscal Agent
5.00 p.m. (London time) on 1 July 2021 Tender Expiration Deadline
Deadline for receipt by the Tender and Information Agent of
all Tender Instructions in order
for Noteholders to be eligible for the relevant Purchase Price
5.00 p.m. (London time) on 1 July 2021 Early Voting Deadline
Deadline for receipt by the Tender and Information Agent of
all Voting Only Instructions in
favour of the relevant Extraordinary Resolution in order for
Noteholders to be eligible for
the relevant Early Consent Fee. Any Noteholder who submits (i)
a Voting Only Instruction against
the relevant Extraordinary Resolution or (ii) a Voting Only
Instruction (whether in favour
of or against the relevant Extraordinary Resolution) that is
received by the Tender and Information
Agent after the Early Voting Deadline will not be eligible for
the relevant Early Consent
Fee
5.00 p.m. (London time) on Voting Deadline
6 July 2021
Deadline for receipt by the Tender and Information Agent of
all Voting Only Instructions (whether
in favour of or against the relevant Extraordinary
Resolution(s)) in order for Noteholders
to be able to participate in the Proposals, and
automatically make a proxy appointment in
respect of the relevant Extraordinary Resolution at the
relevant Meeting.
Any Noteholder who does not wish to tender its Notes in the
relevant Offer or submit a Voting
Only Instruction in respect of the relevant Proposal can
appoint a proxy or make other arrangements
to attend and/or vote at the relevant Meeting in accordance
with the provisions of, and by
the deadline envisaged by, the Meeting Provisions, as
outlined in the Notice.
Any Noteholder who delivers (i) a valid Tender Instruction
after the Tender Expiration Deadline
will not be eligible to receive the relevant Purchase Price
and (ii) a valid Voting Only Instruction
against the relevant Extraordinary Resolution and/or after
the Early Voting Deadline will
not be eligible to receive the relevant Early Consent Fee,
and in each case (if the relevant
Proposal(s) is (or are) implemented) will only be eligible
to receive the relevant Early Redemption
Amount together with Accrued Interest
From 10.00 a.m. (London time) on 9 July 2021 Meetings
Meetings to be held via teleconference
As soon as reasonably practicable after the Meetings Announcement of Results and Execution of Amended and Restated
Final Terms
Announcement of (i) the results of the Meetings, (ii) the
Issuer's decision whether to extend
or terminate either of the Offers and Proposals or accept
valid tenders of Notes for purchase
pursuant to either of the Offers and, if Notes of either
Series are to be accepted, confirmation
of the relevant Purchase Price and Settlement Date for such
Series and (iii) if, in respect
of either Series, the Extraordinary Resolution is passed and
the Amended and Restated Final
Terms is executed by the Issuer, the relevant Early Consent
Fee, Early Redemption Amount and
Early Redemption Date for such Series
13 July 2021 Expected Settlement Date
The expected settlement date for the Offers
14 July 2021 Expected Early Redemption Date
If the Amended and Restated Final Terms in respect of either
or both Series is executed by
the Issuer, the expected date for the redemption of any Notes
of such Series that remain outstanding
following settlement of the relevant Offer(s)
The above dates and times are indicative only and are subject to
the right of the Issuer to extend, re-open, amend, and/or terminate
the Offers and/or the Proposals. Noteholders are advised to check
with any bank, securities broker or other intermediary through
which they hold Notes when such intermediary would require to
receive instructions from a Noteholder in order for that Noteholder
to be able to participate in, or (in the limited circumstances in
which revocation is permitted) revoke their instruction to
participate in, the Offers or the Proposals before the deadlines
specified above. The deadlines set by any such intermediary and
each Clearing System for the submission of Tender Instructions and
Voting Only Instructions will be earlier than the relevant
deadlines above.
Subject as provided in the Tender Offer Memorandum, the
Settlement Date for each Offer and the Early Redemption Date for
each Proposal may be earlier or later than the above dates and
could be different. The Issuer will confirm the final Settlement
Date for each Offer and the final Early Redemption Date for each
Proposal at the same time as the announcement(s) of the results of
such Offers and Proposals.
The Issuer is under no obligation to accept any tender of Notes
for purchase pursuant to the Offers. Tenders of Notes for purchase
may be rejected in the sole discretion of the Issuer for any reason
and the Issuer is under no obligation to Noteholders to furnish any
reason or justification for refusing to accept a tender of Notes
for purchase. For example, tenders of Notes may be rejected if the
relevant Offer is terminated, if any such tender does not in the
determination of the Issuer comply with the requirements of a
particular jurisdiction or if the Issuer decides not to accept any
tenders of Notes should one or all of the Extraordinary Resolutions
not be passed or for any other reason.
Unless stated otherwise, announcements in connection with the
Offers and the Proposals will be made (i) by publication through
RNS and (ii) by the delivery of notices to the Clearing Systems for
communication to Direct Participants. Such announcements may also
be made on the relevant Reuters Insider Screen and by the issue of
a press release to a Notifying News Service. Copies of all
announcements, notices and press releases can also be obtained from
the Tender and Information Agent.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offers and the Proposals.
Requests for information in relation to the Offers or the
Proposals should be directed to:
The Dealer Managers
Barclays Bank Ireland PLC Nordea Bank Abp
One Molesworth Street Satamaradankatu 5
Dublin 2 FI-00020 Helsinki
Ireland D02 RF29 Finland
Email: eu.lm@barclays.com Telephone: +45 61 61 29 96
Attention: Liability Management Email: NordeaLiabilityManagement@nordea.com
Group Attention: Nordea Liability Management
Requests for information in relation to Tender Instructions or Voting
Only Instructions should be directed to:
The Tender and Information Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Email : sampo@lucid-is.com
Attention: Oliver Slyfield / Illia Vyshenskyi
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
Offers and the Proposals described above. For the purposes of UK
MAR and Article 2 of Commission Implementing Regulation (EU) No.
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, Head of Investor Relations at Sampo
plc.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to any Offer or
Proposal. If any Noteholder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of any
Proposal or the relevant Extraordinary Resolution to be proposed at
a Meeting, it is recommended to seek its own financial and legal
advice, including as to any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial or
legal adviser. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee or intermediary must contact such entity if it wishes
to tender Notes in the relevant Offer or otherwise participate in
the relevant Proposal. None of the Dealer Managers, the Tender and
Information Agent and the Issuer makes any recommendation whether
Noteholders should tender Notes in the Offers or otherwise
participate in the Proposals.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes for purchase pursuant to the relevant
Offer(s) will not be accepted from Noteholders) in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the relevant Offer to be made by a licensed broker or
dealer and either of the Dealer Managers or any of their respective
affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by the relevant
Dealer Manager or such affiliate, as the case may be, on behalf of
the Issuer in such jurisdiction.
The distribution of this announcement and/or 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 the Issuer, the Dealer
Managers and the Tender and Information Agent to inform themselves
about, and to observe, any such restrictions.
United States: The Offers are not being made and will not be
made, directly or indirectly, in or into, or by use of the mails
of, or by any means or instrumentality of interstate or foreign
commerce of, or of any facilities of a national securities exchange
of, the United States or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as
amended (each a U.S. Person)). This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly,
copies of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers are not being,
and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to any U.S. Person and the Notes cannot be
tendered in the Offers by any such use, means, instrumentality or
facility or from or within or by persons located or resident in the
United States or by, or by any person acting for the account or
benefit of, a U.S. Person. Any purported tender of Notes in the
Offers resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by, or by any person acting for the account or benefit of, a U.S.
Person or by a person located in the United States or any agent,
fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States
will be invalid and will not be accepted.
Each holder of Notes participating in an Offer will represent
that it is not a U.S. Person, it is not located in the United
States and is not participating in an Offer from the United States,
or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to
participate in an Offer from the United States and is not a U.S.
Person. For the purposes of this and the above paragraph, United
States means 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 and the District of
Columbia.
Italy: None of the Offers, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the
Offers have been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offers are being carried out
in Italy as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February
1998, as amended (the Financial Services Act) and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Accordingly, Noteholders or beneficial owners of the Notes
that are located in Italy can tender Notes for purchase pursuant to
the Offers through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 20307 of 15 February 2018, as amended from
time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian
authority. Each intermediary must comply with the applicable laws
and regulations concerning information duties vis-à-vis its clients
in connection with the Notes or the Offers.
United Kingdom: The communication of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offers is not being made and such documents and/or
materials have not been approved by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000, as amended. Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the Financial Promotion Order)) or persons who
are within Article 43 of the Financial Promotion Order or any other
persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France: This announcement, the Tender Offer Memorandum and any
other document or material relating to the Offers have only been
and shall only be distributed in France to qualified investors as
defined in Article 2(e) of Regulation (EU) No. 2017/1129, as
amended. Neither this announcement nor the Tender Offer Memorandum
has been, and will not be, submitted for clearance to nor approved
by the Autorité des Marchés Financiers.
Finland: The Offers are not being made and will not be made to
any person (a Finnish Natural Person) who is a natural person or
estate of a deceased person that is resident in Finland for tax
purposes.
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END
TENUBSBRANUNARR
(END) Dow Jones Newswires
June 17, 2021 03:47 ET (07:47 GMT)
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