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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN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
TaipalusHead of Investor Relationstel. +358 10 516 0030
Distribution:Nasdaq
HelsinkiNasdaq StockholmLondon Stock ExchangeFIN-FSAThe principal
mediawww.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.
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