TIDMSAMPO 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 INSIDER INFORMATION 23 November 2020 at 2:35 pm Sampo plc announces a cash tender offer in respect of its outstanding EUR 500,000,000 1.50 per cent Notes due 16 September 2021, SEK 700,000,000 0.875 per cent Notes due 23 May 2022, SEK 1,300,000,000 Floating Rate Notes due 23 May 2022, EUR 750,000,000 1.00 per cent Notes due 18 September 2023 and EUR 500,000,000 1.250 per cent Notes due 30 May 2025 This announcement is released by Sampo plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the 2021 Notes, 2022 Fixed Rate Notes, 2022 Floating Rate Notes, 2023 Notes and 2025 Notes described above (each as defined below). For the purposes of MAR and Article 2 of the Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Jarmo Salonen, the Head of Investor Relations and Group Communications of Sampo plc. Sampo plc (the "Issuer") today announces an invitation to holders of its outstanding EUR 500,000,000 1.50 per cent. Notes due 16 September 2021 (ISIN: XS1110299036) (the "2021 Notes"), SEK 700,000,000 0.875 per cent. Notes due 23 May 2022 (ISIN: XS1823483414) (the "2022 Fixed Rate Notes"), SEK 1,300,000,000 Floating Rate Notes due 23 May 2022 (ISIN: XS1823484222) (the "2022 Floating Rate Notes"), EUR 750,000,000 1.00 per cent. Notes due 18 September 2023 (ISIN: XS1520733301) (the "2023 Notes") and EUR 500,000,000 1.250 per cent. Notes due 30 May 2025 (ISIN: XS1622193750) (the "2025 Notes") (together, the "Securities" and each series of Securities, a "Series") to (i) tender any and all of their 2023 Notes and (ii) to tender their 2021 Notes, 2022 Fixed Rate Notes, 2022 Floating Rate Notes and 2025 Notes up to (subject as set out herein and allocated in the Issuer's sole discretion) an aggregate principal amount of the Euro Equivalent of EUR750,000,000 less the aggregate principal amount of the 2023 Notes validly tendered and accepted for purchase, in each case for purchase by the Issuer for cash. The Issuer however reserves the right in its sole discretion to accept significantly less than or significantly more than (or none of) such amount for purchase pursuant to the Tender Offers. Such invitations (the "Tender Offers") are made on the terms and subject to the conditions contained in the tender offer memorandum dated 23 November 2020 (the "Tender Offer Memorandum") prepared by the Issuer, and are subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used and not otherwise defined in this announcement have the meanings given thereto in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to the offer and distribution restrictions set out below) available from the Tender Agent, the contact details for which are set out below. RATIONALE FOR THE TENDER OFFERS The Tender Offers are being made as part of the Issuer's commitment to active management of its balance sheet. The purpose of the Tender Offers is to pro-actively manage the Issuer's upcoming redemptions and to reduce gross debt. The Issuer intends to cancel all of the Securities acquired pursuant to the Tender Offers. Securities which have not been validly submitted and accepted for purchase pursuant to the Tender Offers will remain outstanding on their existing terms. THE TENDER OFFERS The Issuer will purchase the Securities validly tendered and accepted by it pursuant to the relevant Tender Offer for cash at the relevant Tender Price as described in further detail in the Tender Offer Memorandum and below, together with an amount equal to accrued and unpaid interest on such Securities from and including the most recent interest payment date to but excluding the Settlement Date: Any and all Securities Aggregate Principal Fixed Fixed Amount Tender Benchmark Purchase Purchase Amount subject to Description of the Securities ISIN outstanding Price Rate Spread Yield* the relevant Tender Offer ------------------------------------------------------ ------------- --------------- ---------- --------- -------- -------- -------------------------- As determined on the EUR 750,000,000 1.00 per cent. Notes due 18 September Pricing 2023 XS1520733301 EUR 750,000,000 Date N/A N/A -0.450% Any and all ------------------------------------------------------ ------------- --------------- ---------- --------- -------- -------- -------------------------- Capped Tender Offer Securities Aggregate Fixed Fixed Principal Amount Tender Benchmark Purchase Purchase Description of the Securities ISIN outstanding Price Rate Spread Yield* Amount subject to the relevant Tender Offer ------------------------------------------------------ ------------- ---------------- ----------- ------------- --------- ---------- As determined Up to an aggregate principal amount of the Euro Equivalent on the of EUR750,000,000 less the aggregate principal amount EUR 500,000,000 1.50 per cent. Notes due 16 September Pricing of the 2023 Notes validly tendered and accepted for 2021 XS1110299036 EUR 500,000,000 Date N/A N/A -0.500% purchase (subject as set out herein) ------------------------------------------------------ ------------- ---------------- ----------- ------------- --------- ---------- ---------------------------------------------------------- As determined on the Pricing SEK 700,000,000 0.875 per cent. Notes due 23 May 2022 XS1823483414 SEK 700,000,000 Date N/A N/A -0.050% ------------------------------------------------------ ------------- ---------------- ----------- ------------- --------- ---------- ---------------------------------------------------------- SEK 1,300,000,000 Floating Rate Notes due 23 May 2022 XS1823484222 SEK 101.073% N/A N/A N/A 1,300,000,000 ------------------------------------------------------ ------------- ---------------- ----------- ------------- --------- ---------- EUR 500,000,000 1.250 per cent. Notes due 30 May 2025 XS1622193750 EUR 500,000,000 As Interpolated 15 bps As determined Mid-Swap determined on the Rate on the Pricing Pricing Date Date ------------------------------------------------------ ------------- ---------------- ----------- ------------- --------- ---------- ---------------------------------------------------------- * For information purposes only, the Tender Price for each Fixed Yield Series would, if determined in the manner described herein on the basis of a Settlement Date of 2 December 2020, be (i) in respect of the 2021 Notes, 101.586 per cent.; (ii) in respect of the 2022 Fixed Rate Notes, 101.365 per cent.; and (iii) in respect of the 2023 Notes, 104.087 per cent. Should the Settlement Date in respect of any Securities of a Fixed Yield Series accepted for purchase pursuant to the relevant Tender Offer differ from 2 December 2020, the relevant Tender Price will be recalculated, all as further described herein. TENDER PRICE
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