All necessary regulatory approvals have been obtained for the
exchange offer to the shareholders of Topdanmark
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN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
TaipalusHead of Investor Relationstel. +358 10 516 0030
Media:
Maria SilanderCommunications Manager, Media Relationstel. +358
10 516 0031
Distribution: Nasdaq Helsinki Nasdaq Stockholm London
Stock Exchange FIN-FSA The principal media www.sampo.com
More information about the public exchange offer is available at
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 the satisfaction 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.