NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Solidium to receive total gross proceeds of EUR 800 million from the placement of Sampo A-shares (EUR 450 million) and from the offering of bonds exchangeable into Sampo A-shares (EUR 350 million)
Solidium Oy (“Solidium”) has today, 25 February 2014, placed approx. 12.6 million A-shares in Sampo plc (“Sampo”), representing approx. 2.3 per cent of the outstanding A-shares and all shares of Sampo, in an accelerated bookbuilt offering to international and Nordic institutional investors (the “Equity Offering”) at a price of EUR 35.65 per A-share. Gross proceeds from the Equity Offering are approx. EUR 450 million representing a pre-tax gain for Solidium of approx. EUR 280 million relative to the book value. Following the Equity Offering, Solidium’s ownership interest in Sampo decreases from approx. 14.2 per cent to approx. 11.9 per cent of both the outstanding A-shares and all shares in Sampo. Merrill Lynch International acted as Lead Manager and Bookrunner for the Equity Offering and Nordea Markets as Co-Bookrunner.
Concurrent with the Equity Offering, Solidium has placed EUR 350 million of senior unsecured bonds, exchangeable into Sampo A-shares (the “Exchangeable Bond Offering”). The exchangeable bonds have a maturity of 4.5 years and pay a coupon of 0 per cent per annum. The bonds will be exchangeable into Sampo A-shares at an initial exchange price of EUR 48.1275. The exchange price represents a 35 per cent premium to the Equity Offering placing price of EUR 35.65 per A-share. Underlying the exchangeable bonds are approx. 7.3 million A-shares of Sampo, or approx. 1.3 per cent of the currently outstanding A-shares and all shares of Sampo. Solidium has the right, but not the obligation, to satisfy its obligation to redeem the exchangeable bonds at final maturity by delivery of a combination of Sampo A-shares and cash. Solidium will retain the dividend income from the underlying A-shares and the exchange property will be adjusted only should the annual dividend income exceed certain thresholds per A-share (EUR 1.65 in 2014, EUR 1.80 in 2015 and EUR 1.95 thereafter). In line with market practice for equity-linked transactions in Europe, the exchangeable bonds were placed with European institutional investors who have specialised knowledge of such instruments. Merrill Lynch International acted as Sole Bookrunner for the Exchangeable Bond Offering.
”I am very satisfied with the successful execution of this important transaction. Solidium’s high-quality credit in combination with extraordinary strong demand for investment grade equity-linked instruments allowed us to price the bonds at very attractive terms”, says Solidium’s Managing Director Kari Järvinen. “We will use the proceeds to further diversify our debt maturity profile, to finance our equity investments and to continue to improve our financial flexibility, which will also have a positive effect on our ability to continue to pay a stable profit distribution.”
Solidium has agreed not to dispose of any further A-shares of Sampo for a period of 90 days following the settlement of the Transaction, subject to certain customary exceptions.
Solidium is a limited company wholly owned by the State of Finland. The core of Solidium’s investment strategy is value enhancing asset management of the current equity holdings. Through its shareholdings, Solidium is a minority owner in twelve listed companies: Elisa, Kemira, Metso, Outokumpu, Outotec, Rautaruukki, Sampo, Stora Enso, Talvivaara Mining Company, TeliaSonera, Tieto and Valmet. Solidium’s mission is to strengthen and stabilise Finnish ownership in nationally important companies and to increase the value of its holdings in the long run. Investment activities are based on financial analysis. Further information: www.solidium.fi.
Further information: Managing Director Kari Järvinen, Solidium Oy, +358 10 830 8905
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND HAS BEEN MADE FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE, OR BE RELIED UPON IN CONNECTION WITH, 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 OF SUCH SECURITIES UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY, DOES NOT PURPORT TO BE FULL OR COMPLETE, AND IS SUBJECT TO CHANGE.
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE EQUITY OFFERING OR THE EXCHANGEABLE BOND OFFERING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC, AS AMENDED AND ANY RELEVANT IMPLEMENTING MEASURES (THE “PROSPECTUS DIRECTIVE”) AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”) OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER OR ARE PERSONS TO WHOM AN OFFER OF THE SECURITIES REFERRED TO HEREIN MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THE INFORMATION REGARDING THE EQUITY OFFERING OR THE EXCHANGEABLE BOND OFFERING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (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 OR IN ANY OTHER JURISDICTION.
ANY INVESTMENT DECISION TO BUY SECURITIES IN THE EQUITY OFFERING OR THE EXCHANGEABLE BOND OFFERING MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY MERRILL LYNCH INTERNATIONAL (THE “LEAD MANAGER”), NORDEA BANK FINLAND PLC (THE “CO-BOOKRUNNER”) OR SOLIDIUM (THE “SELLER” IN THE EQUITY OFFERING AND THE “ISSUER” IN THE EXCHANGEABLE BOND OFFERING) (EXCEPT, IN RELATION TO SOLIDIUM, FOR SUCH INFORMATION THAT HAS BEEN RELEASED BY OR ON BEHALF OF SOLIDIUM). NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN CANADA, AUSTRALIA OR JAPAN OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY NATIONAL, RESIDENT OR CITIZEN OF CANADA, AUSTRALIA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, AUSTRALIAN, 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 LEAD MANAGER, THE CO-BOOKRUNNER, SOLIDIUM OR ANY OF THEIR 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 LEAD MANAGER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THE LEAD MANAGER AND THE CO-BOOKRUNNER ARE ACTING EXCLUSIVELY FOR THE SELLER AND NO ONE ELSE IN CONNECTION WITH THE EQUITY OFFERING AND THE LEAD MANAGER IS ACTING EXCLUSIVELY FOR THE ISSUER AND NO ONE ELSE IN CONNECTION WITH THE EXCHANGEABLE BOND OFFERING. THE LEAD MANAGER AND THE CO-BOOKRUNNER WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS DOCUMENT) AS THEIR CLIENT IN RELATION TO THE EQUITY OFFERING AND THE LEAD MANAGER WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS DOCUMENT) AS ITS CLIENT IN RELATION TO THE EXCHANGEABLE BOND OFFERING AND THE LEAD MANAGER AND THE CO-BOOKRUNNER WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN SOLIDIUM FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE EQUITY OFFERING OR THE EXCHANGEABLE BOND OFFERING OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, “FORWARD-LOOKING STATEMENTS”. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS “BELIEVES”, “ESTIMATES”, “PLANS”, “PROJECTS”, “ANTICIPATES”, “EXPECTS”, “INTENDS”, “MAY”, “WILL” OR “SHOULD” OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING STATEMENTS MAY AND OFTEN DO DIFFER MATERIALLY FROM ACTUAL RESULTS. ANY FORWARD-LOOKING STATEMENTS REFLECT SOLIDIUM’S CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE. EACH OF SOLIDIUM, MERRILL LYNCH INTERNATIONAL, NORDEA BANK FINLAND PLC AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY FORWARD LOOKING STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
IN CONNECTION WITH THE TRANSACTION, MERRILL LYNCH INTERNATIONAL, NORDEA BANK FINLAND PLC, AND ANY OF THEIR RESPECTIVE AFFILIATES, ACTING AS INVESTORS FOR THEIR OWN ACCOUNTS, MAY SUBSCRIBE FOR OR PURCHASE SECURITIES AND IN THAT CAPACITY MAY RETAIN, PURCHASE, SELL, OFFER TO SELL OR OTHERWISE DEAL FOR THEIR OWN ACCOUNTS IN SUCH SECURITIES AND OTHER SECURITIES OF SAMPO OR RELATED INVESTMENTS IN CONNECTION WITH THE TRANSACTION OR OTHERWISE. ACCORDINGLY, REFERENCES TO SECURITIES BEING ISSUED, OFFERED, SUBSCRIBED, ACQUIRED, PLACED OR OTHERWISE DEALT IN SHOULD BE READ AS INCLUDING ANY ISSUE OR OFFER TO, OR SUBSCRIPTION, ACQUISITION, PLACING OR DEALING BY, MERRILL LYNCH INTERNATIONAL, NORDEA BANK FINLAND PLC AND ANY OF THEIR RESPECTIVE AFFILIATES ACTING AS INVESTORS FOR THEIR OWN ACCOUNTS. MERRILL LYNCH INTERNATIONAL AND NORDEA BANK FINLAND PLC DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO.
NONE OF MERRILL LYNCH INTERNATIONAL, NORDEA BANK FINLAND PLC OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO SOLIDIUM, SAMPO, OR THEIR RESPECTIVE SUBSIDIARIES OR ASSOCIATED COMPANIES, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.
ACQUIRING INVESTMENTS TO WHICH THIS ANNOUNCEMENT RELATES MAY EXPOSE AN INVESTOR TO A SIGNIFICANT RISK OF LOSING ALL OF THE AMOUNT INVESTED. PERSONS CONSIDERING MAKING SUCH INVESTMENTS SHOULD CONSULT AN AUTHORISED PERSON SPECIALISING IN ADVISING ON SUCH INVESTMENTS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING THE TRANSACTION. POTENTIAL INVESTORS SHOULD CONSULT A PROFESSIONAL ADVISOR AS TO THE SUITABILITY OF THE TRANSACTION FOR THE PERSON CONCERNED.