NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Solidium has today, 5 November 2021, sold 11 million A-shares in Sampo plc, representing approximately 2.0 per cent of the outstanding shares of Sampo, following an accelerated bookbuilt offering to Finnish and international institutional investors (the “Equity Offering”). Solidium will use the proceeds of approximately EUR 498 million from the Equity Offering mainly to a capital repayment to the State and for general corporate purposes.
Following the Equity Offering, Solidium’s ownership interest in Sampo will be approximately 33 million A-shares. Solidium’s holding in Sampo will decrease from 8.0 per cent to 6.0 per cent of the outstanding shares and from 7.9 per cent to 5.9 of the votes. Morgan Stanley & Co. International plc acted as Lead Manager and Sole Bookrunner for the Equity Offering.
Solidium has agreed not to dispose of any further shares of Sampo for a period of 90 days following the Equity Offering, subject to certain customary exceptions, including waiver by the Lead Manager and Sole Bookrunner.
Solidium is a limited company wholly owned by the State of Finland. Its mission is to strengthen and stabilise Finnish ownership in nationally important companies and increase the value of its holdings in the long term. The basis and core objective of Solidium’s strategy is proper, value-enhancing asset management of its current holdings. Through its stakes, Solidium is a minority owner in eleven significant listed companies: Elisa, Kemira, Konecranes, Metso Outotec, Nokia, Nokian Tyres, Outokumpu, Sampo, Stora Enso, TietoEVRY and Valmet. The value of Solidium’s total investment assets is approximately 9.7 billion euros.
Further information: CEO Antti Mäkinen, Solidium Oy, +358 50 561 1501
THIS ANNOUNCEMENT HAS BEEN MADE FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO BUY, SELL, ISSUE OR SUBSCRIBE FOR, OR THE SOLICITATION OF AN OFFER TO BUY, SELL, ISSUE OR SUBSCRIBE FOR ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS ONLY BEING DISTRIBUTED TO AND IS DIRECTED AT “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(E) 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, (A) HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”); (B) WHO ARE HIGH NET WORTH ENTITIES DESCRIBED IN ARTICLE 49(2) (A) TO (D) OF THE ORDER; OR (C) OTHER PERSONS TO WHOM THEY MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES WILL ONLY BE AVAILABLE TO AND WILL ONLY BE ENGAGED IN WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
ANY INVESTMENT DECISION TO BUY SECURITIES IN THE EQUITY OFFERING MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE SOLE BOOKRUNNER OR THE SELLER. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, AUSTRALIAN, CANADIAN, JAPANESE OR OTHER APPLICABLE SECURITIES LAWS.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SECURITIES REFERRED TO HEREIN IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE SOLE BOOKRUNNER OR ANY OF ITS RESPECTIVE AFFILIATES OR ANY OTHER PERSON THAT WOULD PERMIT AN OFFER OF THE SECURITIES REFERRED TO HEREIN OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE SECURITIES REFERRED TO HEREIN IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE SOLE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THE SOLE BOOKRUNNER IS ACTING EXCLUSIVELY FOR THE SELLER AND NO ONE ELSE IN CONNECTION WITH THE EQUITY OFFERING. THE SOLE BOOKRUNNER WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS ANNOUNCEMENT) AS THEIR CLIENT IN RELATION TO THE EQUITY OFFERING AND THE SOLE BOOKRUNNER WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE EQUITY OFFERING OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. THE SOLE BOOKRUNNER MAY PARTICIPATE IN THE EQUITY OFFERING ON A PROPRIETARY BASIS.