Invitation for Offers to Exchange Notes
March 26 2009 - 6:46AM
UK Regulatory
TIDM89KK
RNS Number : 5288P
Sampo Oyj
26 March 2009
SAMPO OYJ ANNOUNCES AN INVITATION
FOR OFFERS TO EXCHANGE NOTES
NOT FOR DISTRIBUTION TO ANY UNITED STATES OR ITALIAN PERSON OR TO ANY PERSON
RESIDENT AND/OR LOCATED IN THE UNITED STATES OR ITALY
Helsinki - 26 March 2009
Sampo Oyj (also known as Sampo plc in English) ("Sampo") hereby announces that
it is inviting holders of the EUR 600,000,000 4.625 per cent. Callable
Subordinated Notes due 2014 (ISIN: XS0190155480 and Common Code: 019015548) (the
"Existing Notes") to tender their Existing Notes in exchange for new notes (the
"New Notes") to be issued under Sampo's Euro Medium Term Note Programme, (the
"Exchange Offer").
The Exchange Offer is made on the terms and subject to the conditions contained
in the Exchange Offer Memorandum dated 26 March 2009 (the "Exchange Offer
Memorandum"). Capitalised terms used in this announcement have the meanings
ascribed to them in the Exchange Offer Memorandum.
+--------------+-------------+--------------+----------+--------+
| Description |Outstanding | ISIN/Common |Maturity | First |
| of the | Principal | Code | Date | Call |
| Notes | Amount | | | Date |
+--------------+-------------+--------------+----------+--------+
| EUR | EUR |XS0190155480 | 21 | 21 |
| 600,000,000 |600,000,000 | / 019015548 | April | April |
| 4.625 per | | | 2014 | 2009 |
| cent. | | | | |
| Callable | | | | |
|Subordinated | | | | |
| Notes due | | | | |
| 2014 | | | | |
+--------------+-------------+--------------+----------+--------+
Purpose for the Exchange Offer
This exchange is part of Sampo's proactive liability management, addressing the
forthcoming call provision contained in the Existing Notes. The exchange invites
existing holders to offer to exchange an Existing Note for a new Senior Fixed
Rate Note. Sampo will not invoke the call option on any Existing Notes not
exchanged at any time. Concurrently, Sampo may issue additional notes for cash
which will be fungible with the New Notes.
Exchange Offer
Sampo invites all Holders of its Existing Notes (subject to certain offer
restrictions set forth in the Exchange Offer Memorandum) to offer to exchange
for New Notes any or all of such Existing Notes which are outstanding upon the
terms and subject to the conditions of the Exchange Offer as further described
in the Exchange Offer Memorandum.
If an offer to exchange Existing Notes is accepted by Sampo, Sampo will: (i)
deliver (or procure the delivery of) New Notes in a nominal amount equal to the
nominal amount of the Existing Notes offered for exchange by a Holder of
Existing Notes that tenders not less than EUR 50,000 in aggregate nominal
amount; and (ii) pay (or procure payment of) a cash amount equivalent to the
nominal amount of the Holder's holding of Existing Notes (the "Cash Redemption
Amount") to each Holder who has represented and warranted to the Company that
its entire holding of Existing Notes is less than EUR 50,000 and who has offered
Existing Notes in a nominal amount of less than EUR 50,000. If the relevant
offer is accepted, Holders will also receive Accrued Interest.
The interest rate for the New Notes (the "New Issue Coupon") will be equal to
the credit spread to be announced on the Pricing Date prior to Pricing Time (the
"New Issue Spread") added to the applicable mid-swap rate (which, for a 3 year
maturity, will be the 3 Year Mid-Swap Rate, for a 4 year maturity, will be the 4
Year Mid-Swap Rate, or, for a 5 year maturity, will be the 5 Year Mid-Swap Rate
and for maturities between 3 and 4 years and 4 and 5 years a straight line
interpolation method will be used to determine the mid-swap rate), (the "New
Issue Mid-Swap Rate"). The minimum level at which the New Issue Spread may be
set (the "Minimum New Issue Spread") will be announced no later than 31 March
2009. Sampo may also issue on the Settlement Date additional notes under the
Programme which it is intended will form a single series with the New Notes (the
"Additional New Notes"). The decision on whether to issue Additional New Notes
will be announced after pricing.
Participating in the Exchange
To tender Existing Notes pursuant to the Exchange Offer Memorandum, a holder of
Existing Notes should deliver, or arrange to have delivered on its behalf,
through the relevant Clearing System and in accordance with the requirements of
such Clearing System, a valid Electronic Instruction Notice that is received by
the Exchange Agent by the Expiration Time.
Holders of Existing Notes are advised to check with any bank, securities broker
or other intermediary through which they hold Existing Notes whether such
intermediary must receive instructions to participate in the Exchange
Offer before the deadlines specified in the timeline below.
Expected Transaction Timeline
+-----------------------+--------------------------------------------------+
| Dates and Times | Events |
| (All times are London | |
| Time) | |
+-----------------------+--------------------------------------------------+
| 26 March 2009 | Launch Date |
+-----------------------+--------------------------------------------------+
| | Commencement of the Exchange Offer. |
+-----------------------+--------------------------------------------------+
| | |
+-----------------------+--------------------------------------------------+
| 31 March 2009 | Minimum New Issue Spread and Maturity |
| | Announcement Date |
+-----------------------+--------------------------------------------------+
| | Announcement of the Minimum New Issue Spread and |
| | of the maturity of the New Notes. |
+-----------------------+--------------------------------------------------+
| | |
+-----------------------+--------------------------------------------------+
| 12:00 noon on 3 April | Expiration Time |
| 2009 | |
+-----------------------+--------------------------------------------------+
| | End of offer period and deadline for receipt of |
| | all Electronic Instruction Notices unless Sampo |
| | extends or shortens the offer period in its sole |
| | discretion. |
| | |
+-----------------------+--------------------------------------------------+
| Prior to 14:00 hours | Acceptance of Exchange Offer |
| on 3 April 2009 | |
+-----------------------+--------------------------------------------------+
| | Acceptance of Exchange Offer by Company and |
| | announcement of the New Issue Spread. |
+-----------------------+--------------------------------------------------+
| | |
+-----------------------+--------------------------------------------------+
| At or around 14:00 | Pricing Date and Time |
| hours on 3 April 2009 | |
+-----------------------+--------------------------------------------------+
| | Sampo announces the amount of Existing Notes to |
| | be accepted for exchange for New Notes, the |
| | amount of Additional New Notes to be issued, the |
| | New Issue Coupon and the pricing of the New |
| | Notes. |
+-----------------------+--------------------------------------------------+
| | |
+-----------------------+--------------------------------------------------+
| Expected on 8 April | Settlement Date |
| 2009 | |
+-----------------------+--------------------------------------------------+
| | Settlement Date for the New Notes and payment of |
| | any Cash Redemption Amount. |
+-----------------------+--------------------------------------------------+
For further information:
A complete description of the terms and conditions of the Exchange Offer is set
out in the Exchange Offer Memorandum. Further details about the transaction can
be obtained from:
The Dealer Managers:
Danske Bank A/S
Attn: Kimmo Söderholm
Tel: + 358 10 513 8756,
Attn: Sami Kankkunen
Tel: + 358 10 513 8750
Deutsche Bank AG, London Branch
Attn: Liability Management Group
Tel: +44 (0) 20 7545 8011
Email: liability.management@db.com
Goldman Sachs International
Attn: Jonathan Anderson
Tel: +44 (0)207 774 1000
Email: LMADVISORY@gs.com
Nordea Bank Danmark A/S
Attn: Transaction Management
Tel: +45 3333 5842
Email: rasmus.hald@nordea.com
The Exchange Agent:
Lucid Issuer Services Limited
Tel: +44 (0) 20 7704 0880
Email: sampo@lucid-is.com
A copy of the Exchange Offer Memorandum is available to eligible persons upon
request from the Exchange Agent.
None of the Dealer Managers takes responsibility for the contents of this
announcement and none of Sampo, the Dealer Managers, the Exchange Agent or any
of their respective directors, employees or affiliates makes any representation
or recommendation whatsoever regarding the Exchange Offer, or any recommendation
as to whether Holders should offer Existing Notes in the Exchange Offer. This
announcement must be read in conjunction with the Exchange Offer Memorandum. No
offer to acquire any Existing Notes is being made pursuant to this notice. Any
such offer is only being made in the Exchange Offer Memorandum and any such
acquisition or acceptance of the Exchange Offer should be made solely on the
basis of information contained in the Exchange Offer Memorandum. This
announcement and the Exchange Offer Memorandum contain important information
which should be read carefully before any decision is made with respect to the
Exchange Offer. If any Holder is in any doubt as to the action it should take,
it is recommended to seek its own advice, including as to any tax consequences,
from its stockbroker, bank manager, solicitor, accountant or other independent
adviser.
Jurisdictional Restrictions
General
This announcement and the Exchange Offer Memorandum do not constitute an offer
to buy or a solicitation of an offer to sell any Existing Notes, and offers of
Existing Notes will not be accepted from Holders, in any jurisdiction in which
such offer or solicitation is unlawful. In any jurisdiction where the securities
or other laws require the offer to be made by a licensed broker or dealer and
the Dealer Managers or any of their affiliates is such a licensed broker or
dealer in such jurisdictions, the Exchange Offer shall be deemed to be made on
behalf of Sampo in such jurisdictions by the Dealer Managers or affiliate (where
it is so licensed), as the case may be.
The distribution of the Exchange Offer Memorandum is restricted by law in
certain jurisdictions. Persons into whose possession this announcement comes are
required to inform themselves of and to observe all of these restrictions.
The Exchange Offer does not constitute, and may not be used in connection with,
an offer to buy Existing Notes or a solicitation to sell Existing Notes by
anyone in any jurisdiction in which such an offer or solicitation is not
authorised or in which the person making such an offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make an offer or a
solicitation. Sampo does not accept any responsibility for any violation by any
person of the restrictions applicable in any jurisdiction.
United States
The Exchange Offer is 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 (including, without limitation, facsimile transmission, telex,
telephone, email and other forms of electronic transmission) of interstate or
foreign commerce of, or any facility of a national securities exchange of, the
United States, and the Existing Notes may not be tendered in the offer by any
such use, means, instrumentality or facility from or within the United States or
by persons located or resident in the United States. Accordingly, copies of this
announcement, the Exchange Offer Memorandum and any other documents or materials
relating to the Exchange Offer are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or forwarded in or into
the United States or to persons located or resident in the United States. Any
purported tender of Existing Notes resulting directly or indirectly from a
violation of these restrictions will be invalid and tenders of Existing Notes
made 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 not be accepted. For the
purposes of this paragraph, "United States" means the United States of America,
its territories and possessions, any state of the United States of America and
the District of Columbia.
United Kingdom
The communication of this announcement and any other documents or materials
relating to the Exchange Offer (including the Exchange Offer Memorandum) 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. 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, and are only for circulation to persons outside the United Kingdom or
to persons within 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 (the "Order")) or within Article 43 of
the Order, or to other persons to whom it may lawfully be communicated in
accordance with the Order.
Italy
The Exchange Offer is not being made in the Republic of Italy ("Italy"). The
Exchange Offer and the Exchange Offer Memorandum have not been submitted to the
clearance procedure of the Commissione Nazionale per le Societa e la Borsa
(CONSOB) pursuant to Italian laws and regulations. Accordingly, Holders are
notified that, to the extent Holders are located or resident in Italy, the
Exchange Offer is not available to them and they may not make offers of Existing
Notes and, as such, any offers of Existing Notes received from such persons
shall be ineffective and void, and neither this announcement, the Exchange Offer
Memorandum nor any other documents or materials relating to the offer or the
Existing Notes may be distributed or made available in Italy.
Belgium
This announcement and the Exchange Offer Memorandum is not addressed to, and may
not be accepted by, any holder who is resident in Belgium and is not a qualified
investor (investisseur qualifié/gekwalificeerde belegger) as defined pursuant to
Article 10 of the Belgian law of 16 June 2006 on public offerings of investment
instruments and the admission of investment instruments to trading on regulated
markets.
France
None of this announcement, the Exchange Offer Memorandum, nor any other offering
material or information relating to the Exchange Offer has been submitted for
clearance to the Autorité des Marchés Financiers and may not be released,
issued, or distributed or caused to be released, issued, or distributed,
directly or indirectly, to the public in the French Republic, except to (i)
qualified investors (investisseurs qualifiés), as defined in Articles L. 411-2,
D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the Code
monétaire et financier or (ii) other persons referred to in Articles L.341-2 1º
and D.341-1 of the Code monétaire et financier.
Luxembourg
The New Notes may not be offered or sold to the public within the territory of
the Grand-Duchy of Luxembourg unless:
(i) a prospectus has been duly approved by the Commission de Surveillance du
Secteur Financier (the "CSSF") if Luxembourg is the home Member State (as
defined in the Law of 10 July 2005 on prospectuses for securities (the
"Luxembourg Prospectus Law") and implementing Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 on the prospectus to
be published when securities are offered to the public or admitted to trading
(the "Prospectus Directive")); or
(ii) if Luxembourg is not the home member state, the CSSF has been notified by
the competent authority in the home Member State that a prospectus in relation
to the New Notes has been duly approved in accordance with the Prospectus
Directive; or
(iii) the offer benefits from an exemption to or constitutes a transaction not
subject to, the requirement to publish a prospectus pursuant to the Luxembourg
Prospectus Law.
Switzerland
None of this announcement, the Exchange Offer Memorandum, nor any other offering
material or information relating to the Exchange Offer constitute a public
offering of securities pursuant to article 652a or article 1156 of the Swiss
Federal Code of Obligations. The information presented in these documents does
not necessarily comply with the information standards set out in the SIX Swiss
Exchange listing rules.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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