Partial demerger of Sampo completed – Mandatum to be listed on Nasdaq Helsinki
SAMPO PLC STOCK EXCHANGE RELEASE 1 October 2022 at 12:00 pm
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Partial demerger of Sampo completed – Mandatum to be listed on Nasdaq Helsinki
The completion of Sampo plc’s partial demerger has today been registered with the Finnish Trade Register and Mandatum has consequently been separated from Sampo Group, in accordance with the decision of Sampo’s Annual General Meeting on 17 May 2023. Nasdaq Helsinki has admitted the shares in Mandatum plc, the company incorporated in the demerger, to trading on the official list from 2 October 2023.
– By separating Mandatum from Sampo, we have simplified the Group and created two entities that are well placed to create shareholder value. Sampo becomes a pure P&C insurance group, while Mandatum is free to pursue its ambitious growth agenda within capital light products, says Antti Mäkinen, Chair of the Board.
As a result of the demerger, all the shares in Mandatum Holding Ltd and related assets and liabilities have been transferred, without a liquidation procedure, to Mandatum plc. As demerger consideration, Sampo shareholders will receive one new share in Mandatum plc for each existing series A or series B share in Sampo plc. The demerger consideration will be delivered through the book-entry system without separate action being required from the Sampo shareholders. The Mandatum shares will be registered to shareholders’ book-entry accounts on 2 October 2023, the same date on which trading with shares in Mandatum plc is expected to begin on Nasdaq Helsinki. Sampo SDR holders will receive the demerger consideration on or around 9 October 2023, if the SDR holder provides the required information to SEB, issuer and custody bank for the SDR arrangement, by 15:00 (CET) on 4 October 2023.
The demerger will not cause immediate tax consequences for shareholders who are generally liable to tax in Finland, as the partial demerger will be treated as a tax neutral demerger for Finnish tax purposes.
As a consequence of the completion of the demerger, the Board of Directors of Sampo plc has made a decision to update the terms of the long-term incentive scheme 2020:1. The updated terms are available at www.sampo.com/incentiveterms.
SAMPO PLC
Investor Relations and Group Communications
For further information, please contact:
Sami Taipalus
Head of Investor Relations
tel. +358 10 516 0030
Distribution:
Nasdaq Helsinki
Nasdaq Stockholm
London Stock Exchange
FIN-FSA
The principal media
www.sampo.com
Important notice
This release is not an offer of securities for sale in the United States of America. The shares in Mandatum plc referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (“US Securities Act“), or with any regulatory authority of any state or other jurisdiction in the United States, and may only be offered, sold, exercised, transferred or delivered, directly or indirectly, in or into the United States pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with applicable state and other securities laws.
This release shall not be published or disseminated, in whole or in part, directly or indirectly, in Australia, Canada, Hongkong, Japan, New Zealand, South Africa or Singapore or any other country where publication or dissemination would be unlawful. This release is not an offer to sell or solicitation of an offer to buy securities in any such jurisdiction where such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
The shares in Mandatum plc have not been and will not be listed on a US securities exchange or quoted on any inter-dealer quotation system in the United States. Neither Sampo plc nor Mandatum plc intends to take any action to facilitate a market in Mandatum plc shares in the United States. Consequently, it is unlikely that an active trading market in the United States will develop for the Mandatum plc shares.
The Mandatum plc shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon, or endorsed the merit of, the partial demerger or the accuracy or the adequacy of this release. Any representation to the contrary is a criminal offence in the United States.
This release does not constitute a prospectus for the purposes of the Prospectus Regulation. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended (in the case of the United Kingdom, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018). Any decision with respect to the partial demerger of Sampo plc should be made solely on the basis of information in the demerger prospectus prepared by Sampo plc and approved by the Finnish Financial Supervisory Authority as well as on an independent assessment of the information contained therein. Investors are directed to consult the demerger prospectus for more comprehensive information on Mandatum plc. Any approval and registration by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities admitted to trading on a regulated market. The prospectus is available on the website of Sampo plc at www.sampo.com/demerger.
This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of Sampo plc or Mandatum plc to differ materially from those expressed or implied in the forward-looking statements. Neither Sampo plc, nor any of its 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.
