SAMPO PLC STOCK EXCHANGE RELEASE 8 July 2024 at 5:30 pm
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR
SINGAPORE OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
All necessary regulatory approvals have been obtained for the exchange offer to
the shareholders of Topdanmark
On 17 June 2024, Sampo plc ("Sampo") announced its decision to make a
recommended best and final public exchange offer (the "Offer") to the
shareholders of Topdanmark A/S ("Topdanmark").
Completion of the Offer will be made subject to a number of regulatory approvals
having been obtained, including, among others, authorisation for a foreign
direct investment and to complete the Offer pursuant to the Danish Investment
Screening Act (Consolidated Act No. 1256 of 27 October 2023, as amended) (the
"DIS Act").
Sampo is pleased to announce that it has received the necessary authorisation
from the Danish Business Authority to complete the Offer pursuant to the DIS
Act.
Following today's receipt of the FDI authorisation from the Danish Business
Authority, all regulatory approvals upon which the Offer will be conditioned
have now been obtained. Completion of the Offer, when made, will remain subject
to the satisfaction or waiver by Sampo of certain other customary conditions to
be set out in the offer document, including, among others: (i) Sampo gaining
control of shares representing more than 90 per cent of the outstanding shares
and votes in Topdanmark (excluding treasury shares) and (ii) the shareholders of
Sampo adopting the necessary resolutions to enable the issuance of the share
consideration. The Offer will not be made subject to any competition clearances.
The terms and conditions of the Offer will be set out in an offer document,
which will be published by Sampo following approval by the FIN-FSA of a
prospectus setting out a description of the Offer, its impact on Sampo and
Topdanmark and certain other relevant information.
Settlement and completion of the Offer are expected to occur during September
2024.
For further information, please contact:
Sami Taipalus
Head of Investor Relations
tel. +358 10 516 0030
Media:
Maria Silander
Communications Manager, Media Relations
tel. +358 10 516 0031
Distribution:
Nasdaq Helsinki
Nasdaq Stockholm
London Stock Exchange
FIN-FSA
The principal media
www.sampo.com (https://www.sampo.com/)
More information about the public exchange offer is available at
www.sampo.com/topdanmark (https://www.sampo.com/topdanmark).
Information on Topdanmark and Sampo in brief
Topdanmark is one of the largest Danish P&C insurers with a market share of 15
per cent of the Danish P&C insurance market. The company focuses on the private
and SME markets, with 500,000 private customers to which it offers a full range
of insurance products, with its main products being motor, home, and contents
insurance. In regard to SMEs, Topdanmark serves approximately 120,000 Danish
small and medium-sized enterprises and agricultural customers.
Topdanmark reported profit before taxes of DKK 1,051 million for 2023. The
consolidated profit before taxes in Sampo's profit and loss account totalled EUR
162 million in 2023. Topdanmark's combined ratio for 2023 was 85.0 per cent in
Sampo's consolidated figures.
Sampo Group is a leading P&C insurer in the Nordic region, and the only insurer
to offer services across all Nordic countries, customer segments and products.
The Group is also a major operator in the growing digital P&C insurance market
in the UK.
Sampo Group's annual gross written premiums and brokerage income totalled EUR
8,870 million and the profit before taxes amounted to EUR 1,481 million in
2023. The Group's combined ratio for the full-year 2023 was 84.6 per cent.
Forward-looking statements
This release includes "forward-looking statements." These statements may not be
based on historical facts but are statements about future expectations. When
used in this release, the words "aims," "anticipates," "assumes," "believes,"
"could," "estimates," "expects," "intends," "may," "plans," "should," "will,"
"would" and similar expressions as they relate to Sampo, Topdanmark or the Offer
identify certain of these forward-looking statements. Other forward-looking
statements can be identified in the context in which the statements are made.
Forward-looking statements are set forth in a number of places in this release,
including wherever this release includes information on the future results,
plans and expectations with regard to, following completion of the Offer, the
combined group's business, including its strategic plans and plans on growth and
profitability, and the general economic conditions. These forward-looking
statements are based on present plans, estimates, projections and expectations
and are not guarantees of future performance. They are based on certain
expectations, which may turn out to be incorrect. Such forward-looking
statements are based on assumptions and are subject to various risks and
uncertainties. Shareholders should not rely on these forward-looking statements.
Numerous factors may cause the actual results of operations or financial
condition of, following completion of the Offer, the combined group to differ
materially from those expressed or implied in the forward-looking statements.
Neither Sampo nor Topdanmark, nor any of their respective affiliates, advisors
or representatives or any other person undertakes any obligation to review or
confirm or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise after the date of this
release.
Important notice
THIS ANNOUNCEMENT MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, HONG KONG, JAPAN, NEW
ZEALAND, SOUTH AFRICA OR SINGAPORE OR IN ANY OTHER JURISDICTION IN WHICH THE
OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NEITHER A TENDER OFFER DOCUMENT NOR A PROSPECTUS AND AS SUCH
DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR,
THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE OFFER, IN,
AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE. INVESTORS
SHALL ACCEPT THE OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION
PROVIDED IN A TENDER OFFER DOCUMENT AND A PROSPECTUS. OFFERS WILL NOT BE MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR
PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT, PROSPECTUS OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN
ADDITION TO THOSE UNDERTAKEN IN DENMARK AND FINLAND.
The Offer is not subject to the relevant rules in Chapter 8 of Danish
Consolidated Act no. 198 of 26 February 2024 on capital markets (the "Danish
Capital Markets Act") and Danish Executive Order no. 636 dated 15 May 2020 on
takeovers (the "Danish Takeover Order"). The offer document has not been and
will not be reviewed or approved by the Danish Financial Supervisory Authority
or any other financial supervisory authority or by any stock exchange. This
announcement is not a public takeover offer within the meaning of the Danish
Capital Markets Act or within the meaning of the Danish Takeover Order.
This announcement is not intended to be, and shall not constitute in any way, a
binding or legal agreement, or impose any legal obligation on Topdanmark, Sampo
or their respective subsidiaries.
In any member state of the European Economic Area other than Denmark and Finland
(each a "Relevant State"), this announcement, including any attachments hereto,
is only addressed to, and is only directed at the shareholders of Topdanmark in
that Relevant State that fulfil the criteria for exemption from the obligation
to publish a prospectus, including qualified investors, within the meaning of
the Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation").
This announcement, including any attachments hereto, has been prepared on the
basis that all offers of the Share Consideration in the Offer in any Relevant
State will be made pursuant to an exemption under the Prospectus Regulation from
the requirement to produce a prospectus for offers of the Share Consideration.
Accordingly, any person making or intending to make any offer within a Relevant
State of Sampo shares may only do so in circumstances in which no obligation
arises for Sampo to produce a prospectus for such offer. Sampo has not
authorised, and Sampo will not authorise, the making of any offer of Sampo
shares through any financial intermediary, other than offers made by Sampo which
constitute the final offer of the Share Consideration as contemplated through
the Offer.
The Share Consideration in the Offer have not been, and will not be, offered to
the public in any Relevant State. Notwithstanding the foregoing, an offering of
the Share Consideration offered in the Offer may be made in a Relevant State:
(i) to any qualified investor as defined in the Prospectus Regulation; (ii) to
fewer than 150 natural or legal persons per Relevant State (other than qualified
investors as defined in the Prospectus Regulation); (iii) to investors who
acquire Sampo shares for a total consideration of at least EUR 100,000 per
investor, for each separate offer; and (iv) in any other circumstances falling
within Article 1(4) of the Prospectus Regulation, subject to obtaining the prior
consent of Sampo and provided that no such offer of the Share Consideration in a
Relevant State shall result in a requirement for the publication by Sampo of a
prospectus pursuant to Article 3 of the Prospectus Regulation or a supplementary
prospectus pursuant to Article 23 of the Prospectus Regulation. For the purposes
of this paragraph, the expression an "offer to the public" in relation to any
Share Consideration in any Relevant State means the communication in any form
and by any means of sufficient information on the terms of the Offer as to
enable an investor to decide to participate in the Offer.
This announcement, including any attachments hereto has been prepared on the
basis that any offer of the Share Consideration in the United Kingdom will be
made pursuant to an exemption under the Financial Services and Markets Act 2000
(as amended, the "FSMA") from the requirement to produce a prospectus for offers
of the Share Consideration. Accordingly, any person making or intending to make
an offer in the United Kingdom of Sampo shares which are the subject of an
offering contemplated in this announcement may only do so in circumstances in
which no obligation arises for Sampo to publish a prospectus pursuant to section
85 of the FSMA or supplement a prospectus pursuant to Article 23 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, in each case, in relation to such
offer. Sampo has not authorised, nor does it authorise, the making of any offer
of the securities in circumstances in which an obligation arises for Sampo to
publish a prospectus for such offer.
The Share Consideration in the Offer has not been, and will not be, offered to
the public in the United Kingdom prior to the publication of a prospectus in
relation to the Share Consideration that either (i) has been approved by the
Financial Conduct Authority or (ii) is to be treated as if it had been approved
by the Financial Conduct Authority in accordance with the transitional
provisions in Regulation 74 of the Prospectus (Amendment etc.) (EU Exit)
Regulations 2019, except that an offering of the Share Consideration in the
Offer may be made to the public in the United Kingdom at any time: (a) to any
legal entity which is a qualified investor as defined under Article 2 of the UK
Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other
than qualified investors as defined under Article 2 of the UK Prospectus
Regulation), subject to obtaining the prior consent of Sampo for any such offer;
or (c) in any other circumstances falling within section 86 of the FSMA,
provided that no such offer of the Share Consideration shall require Sampo to
publish a prospectus pursuant to section 85 of the FSMA or supplement a
prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the
purposes of this paragraph, the expression an "offer to the public" in relation
to any Share Consideration in the United Kingdom means the communication in any
form and by any means of sufficient information on the terms of the offer and
any Share Consideration to be offered so as to enable an investor to decide to
participate in the Offer, and the expression "UK Prospectus Regulation" means
Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018.
In the United Kingdom, this release is only addressed to and directed at persons
who (i) are investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Order"), (ii) are high net worth entities or other persons falling
within Article 49(2)(a)-(d) of the Order, or (iii) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) in connection with the issue or sale of any securities
may otherwise lawfully be communicated or caused to be communicated (including
on the basis that the transaction to which this release relates will fall within
article 62 of the Order, to which the provisions of section 21 of the FSMA do
not apply) (all such persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this release relates is available
only to Relevant Persons in the United Kingdom and will only be engaged with
such persons.
This release is not an offer of Share Consideration in the United States and it
is not intended for distribution in any jurisdiction in which such distribution
would be prohibited by applicable law. The Share Consideration referred to in
this release has not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or the
securities laws of any state of the United States (as such term is defined in
Regulation S under the U.S. Securities Act) and may not be offered, sold or
delivered, directly or indirectly, in or into the United States absent
registration, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and in
compliance with any applicable state and other securities laws of the United
States. This release does not constitute an offer to sell or solicitation of an
offer to buy any of the shares in the United States. Unless Sampo is satisfied,
in its sole discretion, that offer consideration can be offered, sold or
delivered to a U.S. shareholder, or for its account or benefit, in a transaction
exempt from or not subject to the registration requirements of the U.S.
Securities Act, each U.S. shareholder who is otherwise entitled to Share
Consideration will receive, in lieu of such Share Consideration, the pro rata
portion of the net cash proceeds of the sale in the open market at the
prevailing prices of all Share Consideration that would be otherwise due to all
such accepting U.S. shareholders made pursuant to a vendor placement. The sale
of Share Consideration pursuant to any vendor placement would occur after the
settlement of any Offer, outside of the United States pursuant to a centralized
sale process and will be subject to applicable fees and expenses to be paid by
the participating U.S. shareholder. U.S. shareholders may be able to receive
Share Consideration if they are qualified institutional investors ("QIBs") (as
defined in Rule 144A under the U.S. Securities Act) and "accredited investors"
as defined in Rule 501 of the U.S. Securities Act. Such shareholders will be
required to make such acknowledgments and representations to, and agreements
with, Sampo as Sampo may require establishing that they are entitled to receive
Share Consideration in a transaction not subject to the registration
requirements of the U.S. Securities Act.
The Offer is being made in the U.S. in reliance on the expected availability of
the Tier II exemption pursuant to Rule 14d-1(d) of, and otherwise in compliance
with Section 14(e) of, and Regulation 14E promulgated under, the U.S. Securities
and Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and otherwise in
accordance with the requirements of Danish law. The Offer is not subject to
Section 14(d)(1) of, or Regulation 14D promulgated under, the U.S. Exchange Act.
Topdanmark is not currently subject to the periodic reporting requirements under
the U.S. Exchange Act and is not required to, and does not, file any reports
with the SEC thereunder.
The Offer and this release, including any attachments hereto, are subject to the
laws of Denmark and Finland. The Offer, when made, will relate to the securities
of a Danish company and a Finnish company and is subject to the disclosure
requirements applicable under Danish and Finnish law, if any, as applicable,
which may be different in material aspects from those applicable in the United
States, the United Kingdom, Canada or any other applicable jurisdiction.
The Offer will be made to shareholders of Topdanmark who are residing in the
United States or Canada, or who are Relevant Persons residing in the United
Kingdom, on the same terms and conditions as those made to all other Topdanmark
shareholder to whom the Offer is made, other than with respect to the
availability of the Share Consideration in a vendor placement approach. For the
avoidance of doubt, the Offer does not extend to any other financial instruments
issued by Topdanmark (including American depositary shares representing the
Topdanmark Shares, nor for the American depositary receipts evidencing the
Topdanmark Shares). Any information documents are being disseminated to
Topdanmark shareholder who are resident in the United States or Canada, or who
are Relevant Persons, on a basis reasonably comparable to the method that such
documents are provided to the other Topdanmark shareholders.
In addition, the procedures for the tender of Topdanmark shares and settlement
of the Share Consideration due to each Topdanmark shareholder who accepts the
Offer will be carried out in accordance with the rules applicable in Denmark and
Finland, which may differ in material aspects from the rules and procedures
applicable to a tender offer for the securities of a domestic company in the
United States, Canada or the United Kingdom, in particular with respect to
withdrawal rights, offer timetable, settlement procedures and the payment date
of the securities.
This announcement, including any attachments hereto, does not comprise a
prospectus for the purposes of the U.K. Prospectus Regulation and has not been
approved by or filed with the Financial Conduct Authority in the United Kingdom.
If Sampo obtains the requisite number of Topdanmark shares, each Topdanmark
shareholder may have their Topdanmark shares compulsorily acquired under the
compulsory purchase provisions of the Danish Companies Act.
The Share Consideration will be issued to Canadian shareholders of Topdanmark
pursuant to a prospectus exemption in accordance with applicable Canadian
securities laws. The Share Consideration has not, however, been qualified for
distribution by way of a prospectus in Canada and no Canadian securities
regulatory authority has expressed an opinion about the Share Consideration and
it is an offence to claim otherwise. The Share Consideration has not been and
will not be listed on a Canadian securities exchange and neither Sampo nor
Topdanmark intends to take any action to facilitate a market in the Share
Consideration in Canada. Canadian shareholders of Topdanmark should understand
that the Offer, the Share Consideration, the offer document, the prospectus to
be published and any related documents are subject to disclosure, laws and
regulations that may be different from applicable Canadian securities laws.
The distribution of this release may be restricted by law and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restrictions. The Offer is not
being made, and the Topdanmark shares will not be accepted for purchase from or
on behalf of persons, in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities or other laws or
regulations of such jurisdiction or would require any registration, approval or
filing with any regulatory authority not expressly contemplated by the offer
document and/or the prospectus to be published. Persons obtaining the offer
document and/or the prospectus to be published and/or into whose possession the
offer document and/or the prospectus to be published comes are required to take
due note and observe all such restrictions and obtain any necessary
authorisations, approvals or consents. Neither Sampo, Topdanmark nor any of
their advisors accepts any liability for any violation by any person of any such
restriction. Any person (including, without limitation, custodians, nominees and
trustees) who intends to forward the offer document and/or the prospectus to be
published or any related document to any jurisdiction outside Denmark or Finland
should inform themselves of the laws of the relevant jurisdiction and should
also carefully read the information contained in the offer document and/or the
prospectus to be published, before taking any action. The distribution of the
offer document and/or the prospectus to be published in jurisdictions other than
Denmark and Finland may be restricted by law, and, therefore, persons who come
into possession of the offer document and/or the prospectus to be published
should inform themselves about and observe such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the securities
laws and regulations of any such jurisdiction. This release is not directed to,
and is not intended for distribution to or use by, any person or entity that is
a citizen or resident or located in any locality, state, province, country or
other jurisdiction where such distribution, publication, availability or use
would be contrary to law or regulation or which would require any registration
or licensing within such jurisdiction. It is the responsibility of all persons
obtaining the offer document, the prospectus, and/or other documents relating to
the offer document or to the Offer or into whose possession such documents
otherwise come, to inform themselves of and observe all such restrictions. Any
recipient of the offer document or the prospectus who is in any doubt in
relation to these restrictions should consult his or her professional advisors
in the relevant jurisdiction. Neither Sampo, Topdanmark nor the financial
advisors to Sampo or Topdanmark accept or assume any responsibility or liability
for any violation by any person whomsoever of any such restriction.
Sampo is a Finnish company and Topdanmark is a Danish company. The transaction,
including the information distributed in connection with the Offer, is subject
to disclosure, timing and procedural requirements of a non-U.S. country, which
are different from those of the United States. The financial information
included or referred to in this release has been prepared in accordance with
IFRS, which may not be comparable to the accounting standards, financial
statements or financial information of U.S. companies or applicable in the
United States or other companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the United States.
It may be difficult for U.S. shareholders of Topdanmark to enforce their rights
and any claim they may have arising under U.S. federal or state securities laws,
since Sampo and Topdanmark are not located in the United States, and all or some
of their officers and directors are residents of non-U.S. jurisdictions. It may
be difficult to compel a foreign company and its affiliates to subject
themselves to a U.S. court's judgment. U.S. shareholders of Topdanmark may not
be able to sue Sampo or Topdanmark or their respective officers and directors in
a non-U.S. court for violations of U.S. laws, including federal securities laws,
or at the least it may prove to be difficult to evidence such claims. Further,
it may be difficult to compel Sampo or Topdanmark and their affiliates to
subject themselves to the jurisdiction of a U.S. court. In addition, there is
substantial doubt as to the enforceability in a foreign country in original
actions, or in actions for the enforcement of judgments of U.S. courts, based on
the civil liability provisions of the U.S. federal securities laws.
This release does not constitute a notice to an extraordinary general meeting,
an offer document, or a prospectus and as such, does not constitute or form part
of and should not be construed as, an offer to sell, or the solicitation or
invitation of any offer to buy, acquire or subscribe for, any securities or an
inducement to enter into investment activity. Any decision with respect to the
Offer should be made solely on the basis of information to be contained in the
actual notices to the extraordinary general meetings of Sampo, the offer
document, and the prospectus, when published, as well as on an independent
analysis of the information contained therein. You should consult the offer
document and the prospectus, when published, for more complete information about
Sampo, Topdanmark, their respective subsidiaries, their respective securities
and the Offer. No part of this release, nor the fact of its distribution, should
form the basis of, or be relied on in connection with, any contract or
commitment or investment decision whatsoever. The information contained in this
release has not been independently verified. No representation, warranty or
undertaking, expressed or implied, is made as to, and no reliance should be
placed on, the fairness, accuracy, completeness or correctness of the
information or the opinions contained herein. Neither Sampo nor Topdanmark, nor
any of their respective affiliates, advisors or representatives or any other
person, shall have any liability whatsoever (in negligence or otherwise) for any
loss however arising from any use of this release or its contents or otherwise
arising in connection with this release. Each person must rely on their own
examination and analysis of Sampo, Topdanmark, their respective securities and
the Offer, including the merits and risks involved. The transaction may have tax
consequences for Topdanmark shareholders, who should seek their own tax advice.
The receipt of cash pursuant to the Offer by a U.S. shareholder may be a taxable
transaction for U.S. federal income tax purposes and under applicable U.S. state
and local, as well as foreign and other, tax laws. Each Topdanmark shareholder
is urged to consult his independent professional adviser immediately regarding
the tax consequences with respect to the Offer. Topdanmark shareholders who are
resident in or otherwise located in the United States (or persons acting as
agent, nominee custodian, trustee or otherwise for or on behalf of shareholders
resident in or otherwise located in the United States) are encouraged to consult
with their legal, financial and other advisors regarding the Offer. In
accordance with normal Danish practice and subject to the requirements of Danish
and Finnish law, Sampo or any entity acting in concert with Sampo and any of
their respective nominees or brokers (acting as agents or in a similar
capacity), may from time to time make certain purchases of, or arrangements to
purchase, Topdanmark shares or securities that are convertible into,
exchangeable for or exercisable for Topdanmark shares outside the Offer, before
or during the period in which the Offer remains open for acceptance. These
purchases may occur either in the open market at prevailing prices or in private
transactions at negotiated prices, in each case, to the extent permissible under
law (including Rule 14e-5(b)(12) under the U.S. Exchange Act). Any information
about such purchases will be announced through Nasdaq Copenhagen A/S and/or
Nasdaq Helsinki Ltd and publicly disclosed in the United States, as applicable,
relevant electronic media if, and to the extent, such announcement is required
under applicable Danish, Finnish and/or U.S. law, rules or regulations. In
addition, in the ordinary course of business, the financial advisors to Sampo,
any entity acting in concert with Sampo, or Nordea Bank Abp as settlement agent,
and their respective affiliates, may make or hold a broad array of investments
including serving as counterparties to certain derivative and hedging
arrangements and actively trade debt and equity financial instruments (or
related derivative financial instruments) and other types of financial
instruments (including bank loans) for their own account and for the accounts of
their customers, and such investment and financial instrument activities may
involve securities and/or instruments of Topdanmark.
The new A shares in Sampo have not been and will not be listed on a U.S.
securities exchange or quoted on any inter-dealer quotation system in the United
States. Neither Sampo nor Topdanmark intends to take any action to facilitate a
market in the new shares in Sampo in the United States.
The new A shares in Sampo have not been approved or disapproved by the U.S.
Securities and Exchange Commission, any state securities commission in the
United States or any other regulatory authority in the United States, nor have
any of the foregoing authorities approved or disapproved the Offer, passed
comment upon, or endorsed the merit of, the Offer or the accuracy or the
adequacy of the disclosure in relation to the Offer. Any representation to the
contrary is a criminal offence in the United States.
Completion of the Offer is subject to thesatisfaction of a number of conditions
as will be more fully described in the offer document and prospectus to be
published.
Disclaimer
Goldman Sachs International is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom. Goldman Sachs International is providing
financial advice on certain local matters to Sampo outside of the United States,
and no one else in connection with the matters referred to herein, and neither
Goldman Sachs International nor its affiliates, respective partners, directors,
officers, employees or agents will be responsible to anyone other than Sampo for
providing the protections afforded to clients of Goldman Sachs International, or
for giving advice in connection with the Offer or any matter or arrangement
referred to in this announcement.
Carnegie Investment Bank is acting exclusively for Topdanmark in connection with
the Offer and for no one else and will not be responsible to anyone other than
Topdanmark for providing the protections afforded to its clients or for
providing advice in relation to the Offer or any matter or arrangement referred
to in this announcement.
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