Preliminary result of the exchange offer – Q&A

Sampo announced on 10 September 2024, that based on the preliminary result and non-binding summation of acceptances, Sampo would, together with its current holding, own approximately 92.6 per cent of the shares in Topdanmark (excluding treasury shares). 

Accordingly, Sampo considers all conditions to completion pursuant to the offer as satisfied and will proceed to complete the offer. The final result of the offer will be announced no later than on 16 September 2024.

In this blog entry, we address questions shareholders might ask regarding the process going forward.

When will Topdanmark shareholders who have accepted the offer receive the consideration Sampo A shares?

Trading of the Sampo A shares is expected to commence on Nasdaq Copenhagen on 18 September 2024. The Sampo A shares are expected to be available in tendering Topdanmark shareholders’ book-entry accounts on 19 September 2024 (in the form of share entitlements).

Delivery to the segregated securities accounts designated by tendering Topdanmark shareholders in Topdanmark’s share inscription system will start on 23 September 2024.

When will the fractional Sampo shares be paid to Topdanmark shareholders who have accepted the offer?

Topdanmark shareholders entitled to fractional Sampo shares will receive cash, in lieu thereof, without interest, in an amount payable in DKK. Fractional entitlements will be aggregated and sold by the settlement agent at a price corresponding to the market value at the time of the sale. Topdanmark shareholders will receive fraction certificates in their securities accounts, which will be redeemed against a cash payment after the sale of the Sampo shares related to the fraction certificates.

The sale process of the fractional shares is expected to commence following completion of the offer. The proceeds are expected to be paid shortly after the completion of the process.

What is the schedule for the squeeze-out process?

The compulsory acquisition, or so-called squeeze-out process, will be initiated as soon as reasonably practicable after the completion of the offer, in accordance with the Danish Companies Act and the VP rule book. The squeeze-out is expected to be settled in cash. More information on the squeeze-out process is available in the offer document published on 7 August 2024.

How will the outcome of the offer affect Sampo’s buybacks? 

It is expected that the squeeze-out will consume the majority of the EUR 400 million allocated for the squeeze-out and buybacks, as part of the EUR 800 million total capital deployment communicated on 17 June 2024. 

When will Topdanmark be treated as a wholly-owned subsidiary in Sampo Group’s P&L?

The accounting changes are expected to take place following completion of the squeeze-out in October 2024. Further information will be provided later.

 

Important notice 

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. 

The exchange 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 publication 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 publication includes “forward-looking statements.” These statements may not be based on historical facts but are statements about future expectations. When used in this publication, 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 exchange 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 publication, including wherever this publication includes information on the future results, plans and expectations with regard to, following completion of the exchange 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 exchange 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 publication.

This publication includes estimates relating to the cost and revenue synergy benefits expected to arise from the exchange offer (which are forward-looking statements), which have been prepared by Sampo and Topdanmark and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the exchange offer on, following completion of the exchange offer, the combined group’s business, financial condition and results of operations. The assumptions relating to the estimated cost and revenue synergy benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual cost and revenue synergy benefits from the exchange offer, if any, and related integration costs to differ materially from the estimates in this publication. Further, there can be no certainty that the exchange offer will be completed in the manner and timeframe described in this publication, or at all.

This publication is neither a tender offer document nor a prospectus and as such does not constitute an offer or invitation to make a sales offer. 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.

In any member state of the European Economic Area other than Denmark and Finland (each a “Relevant State”), this publication, 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 publication is not an offer of securities 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 shares referred to in this publication 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 publication does not constitute an offer to sell or solicitation of an offer to buy any of the shares in the United States.

The exchange 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 exchange offer is not subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the U.S. Exchange Act.

This publication has been prepared on the basis that any offer of the share consideration referred to in this publication 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 of the share consideration referred to in this publication in the United Kingdom 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 share consideration referred to in this publication in circumstances in which an obligation arises for Sampo to publish a prospectus for such offer. In the United Kingdom, this publication 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 publication 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 publication relates is available only to Relevant Persons in the United Kingdom and will only be engaged with such persons.

The share consideration referred to in this publication 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, nor anywhere else.