Invitation for Offers to Exchange Notes

 

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: [phone] 
Email: [e-mail] 
Goldman Sachs International 
Attn: Jonathan Anderson 
Tel: [phone] 
Email: [e-mail] 
Nordea Bank Danmark A/S 
Attn: Transaction Management 
Tel: [phone] 
Email: [e-mail] 
The Exchange Agent: 
Lucid Issuer Services Limited 
Tel: [phone] 
 Email: [e-mail] 
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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