Topdanmark shareholder 1832 Asset Management intends to accept
Sampo’s public exchange offer
SAMPO
PLC STOCK
EXCHANGE RELEASE 20
June 2024 at 9:00 am
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE OR ANY
OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
Topdanmark shareholder 1832 Asset
Management intends to accept Sampo’s public exchange
offer
On 17 June 2024, Sampo plc
(“Sampo”) announced a recommended best and final
public exchange offer to the shareholders of Topdanmark A/S
(“Topdanmark”). On 19 June 2024, Topdanmark’s
largest shareholder (except for Sampo) 1832 Asset Management L.P.,
representing 4.9 per cent of the outstanding shares and votes in
Topdanmark, provided Sampo with a letter of support for the
proposed acquisition of Topdanmark, including their intention to
accept the offer. Irrevocable commitments and support statements
together with Sampo’s ownership in Topdanmark now represent 57.2
per cent of the outstanding shares and votes in Topdanmark
(excluding treasury shares).
For further information, please
contact:Sami TaipalusHead of Investor
Relationstel. +358 10 516 0030
Distribution:Nasdaq HelsinkiNasdaq
StockholmLondon Stock ExchangeFIN-FSA The principal media
www.sampo.com
More information about the public exchange offer is available at
www.sampo.com/topdanmark.
Information on Topdanmark and Sampo in
brief
Topdanmark is one of the largest Danish P&C
insurers with a market share of 15 per cent of the Danish P&C
insurance market. The company focuses on the private and SME
markets, with 500,000 private customers to which it offers a full
range of insurance products, with its main products being motor,
home, and contents insurance. In regard to SMEs, Topdanmark serves
approximately 120,000 Danish small and medium-sized enterprises and
agricultural customers.
Topdanmark reported profit before taxes of DKK
1,051 million for 2023. The consolidated profit before taxes in
Sampo’s profit and loss account totalled EUR 162 million in 2023.
Topdanmark’s combined ratio for 2023 was 85.0 per cent in Sampo’s
consolidated figures.
Sampo Group is a leading P&C insurer in the
Nordic region, and the only insurer to offer services across all
Nordic countries, customer segments and products. The Group is also
a major operator in the growing digital P&C insurance market in
the UK.
Sampo Group’s annual gross written premiums and
brokerage income totalled EUR 8,870 million and the profit before
taxes amounted to EUR 1,481 million in 2023. The Group’s combined
ratio for the full-year 2023 was 84.6 per cent.
Forward-looking statements
This release includes “forward-looking
statements.” These statements may not be based on historical facts
but are statements about future expectations. When used in this
release, the words “aims,” “anticipates,” “assumes,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,”
“should,” “will,” “would” and similar expressions as they relate to
Sampo, Topdanmark or the Offer identify certain of these
forward-looking statements. Other forward-looking statements can be
identified in the context in which the statements are made.
Forward-looking statements are set forth in a number of places in
this release, including wherever this release includes information
on the future results, plans and expectations with regard to,
following completion of the Offer, the combined group’s business,
including its strategic plans and plans on growth and
profitability, and the general economic conditions. These
forward-looking statements are based on present plans, estimates,
projections and expectations and are not guarantees of future
performance. They are based on certain expectations, which may turn
out to be incorrect. Such forward-looking statements are based on
assumptions and are subject to various risks and uncertainties.
Shareholders should not rely on these forward-looking statements.
Numerous factors may cause the actual results of operations or
financial condition of, following completion of the Offer, the
combined group to differ materially from those expressed or implied
in the forward-looking statements. Neither Sampo nor Topdanmark,
nor any of their respective 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.
Important notice
THIS ANNOUNCEMENT MAY NOT BE RELEASED OR
OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN OR INTO, AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA
OR SINGAPORE OR IN ANY OTHER JURISDICTION IN WHICH THE OFFER WOULD
BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NEITHER A TENDER OFFER
DOCUMENT NOR A PROSPECTUS AND AS SUCH DOES NOT CONSTITUTE AN OFFER
OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS
NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE OFFER,
IN, AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR
SINGAPORE. INVESTORS SHALL ACCEPT THE OFFER FOR THE SHARES ONLY ON
THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT
AND A PROSPECTUS. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN
ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS
PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT,
PROSPECTUS OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN
ADDITION TO THOSE UNDERTAKEN IN DENMARK AND FINLAND.
The Offer is not subject to the relevant
rules in Chapter 8 of Danish Consolidated Act no. 198 of 26
February 2024 on capital markets (the “Danish Capital Markets Act”)
and Danish Executive Order no. 636 dated 15 May 2020 on takeovers
(the “Danish Takeover Order”). The Offer Document has not been and
will not be reviewed or approved by the Danish Financial
Supervisory Authority or any other financial supervisory authority
or by any stock exchange. This announcement is not a public
takeover offer within the meaning of the Danish Capital Markets Act
or within the meaning of the Danish Takeover Order.
This announcement is not intended to be,
and shall not constitute in any way, a binding or legal agreement,
or impose any legal obligation on Topdanmark, Sampo or their
respective subsidiaries.
In any member state of the European Economic
Area other than Denmark and Finland (each a “Relevant
State”), this announcement, including any attachments
hereto, is only addressed to, and is only directed at the
shareholders of Topdanmark in that Relevant State that fulfil the
criteria for exemption from the obligation to publish a prospectus,
including qualified investors, within the meaning of the Regulation
(EU) 2017/1129, as amended (the “Prospectus
Regulation”).
This announcement, including any attachments
hereto, has been prepared on the basis that all offers of the Share
Consideration in the Offer in any Relevant State will be made
pursuant to an exemption under the Prospectus Regulation from the
requirement to produce a prospectus for offers of the Share
Consideration. Accordingly, any person making or intending to make
any offer within a Relevant State of Sampo shares may only do so in
circumstances in which no obligation arises for Sampo to produce a
prospectus for such offer. Sampo has not authorised, and Sampo will
not authorise, the making of any offer of Sampo shares through any
financial intermediary, other than offers made by Sampo which
constitute the final offer of the Share Consideration as
contemplated through the Offer.
The Share Consideration in the Offer have not
been, and will not be, offered to the public in any Relevant State.
Notwithstanding the foregoing, an offering of the Share
Consideration offered in the Offer may be made in a Relevant State:
(i) to any qualified investor as defined in the Prospectus
Regulation; (ii) to fewer than 150 natural or legal persons per
Relevant State (other than qualified investors as defined in the
Prospectus Regulation); (iii) to investors who acquire Sampo shares
for a total consideration of at least EUR 100,000 per investor, for
each separate offer; and (iv) in any other circumstances falling
within Article 1(4) of the Prospectus Regulation, subject to
obtaining the prior consent of Sampo and provided that no such
offer of the Share Consideration in a Relevant State shall result
in a requirement for the publication by Sampo of a prospectus
pursuant to Article 3 of the Prospectus Regulation or a
supplementary prospectus pursuant to Article 23 of the Prospectus
Regulation. For the purposes of this paragraph, the expression an
“offer to the public” in relation to any Share Consideration in any
Relevant State means the communication in any form and by any means
of sufficient information on the terms of the Offer as to enable an
investor to decide to participate in the Offer.
This announcement, including any attachments
hereto has been prepared on the basis that any offer of the Share
Consideration in the United Kingdom will be made pursuant to an
exemption under the Financial Services and Markets Act 2000 (as
amended, the “FSMA”) from the requirement to
produce a prospectus for offers of the Share Consideration.
Accordingly, any person making or intending to make an offer in the
United Kingdom of Sampo shares which are the subject of an offering
contemplated in this announcement may only do so in circumstances
in which no obligation arises for Sampo to publish a prospectus
pursuant to section 85 of the FSMA or supplement a prospectus
pursuant to Article 23 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, in each case, in relation to
such offer. Sampo has not authorised, nor does it authorise, the
making of any offer of the securities in circumstances in which an
obligation arises for Sampo to publish a prospectus for such
offer.
The Share Consideration in the Offer has not
been, and will not be, offered to the public in the United Kingdom
prior to the publication of a prospectus in relation to the Share
Consideration that either (i) has been approved by the Financial
Conduct Authority or (ii) is to be treated as if it had been
approved by the Financial Conduct Authority in accordance with the
transitional provisions in Regulation 74 of the Prospectus
(Amendment etc.) (EU Exit) Regulations 2019, except that an
offering of the Share Consideration in the Offer may be made to the
public in the United Kingdom at any time: (a) to any legal entity
which is a qualified investor as defined under Article 2 of the UK
Prospectus Regulation; (b) to fewer than 150 natural or legal
persons (other than qualified investors as defined under Article 2
of the UK Prospectus Regulation), subject to obtaining the prior
consent of Sampo for any such offer; or (c) in any other
circumstances falling within section 86 of the FSMA, provided that
no such offer of the Share Consideration shall require Sampo to
publish a prospectus pursuant to section 85 of the FSMA or
supplement a prospectus pursuant to Article 23 of the UK Prospectus
Regulation. For the purposes of this paragraph, the expression an
“offer to the public” in relation to any Share Consideration in the
United Kingdom means the communication in any form and by any means
of sufficient information on the terms of the offer and any Share
Consideration to be offered so as to enable an investor to decide
to participate in the Offer, and the expression “UK Prospectus
Regulation” means Regulation (EU) 2017/1129 as it forms part of
domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018.
In the United Kingdom, this release is only
addressed to and directed at persons who (i) are investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the “Order”), (ii) are high net worth entities or other
persons falling within Article 49(2)(a)-(d) of the Order, or (iii)
are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the FSMA)
in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(including on the basis that the transaction to which this release
relates will fall within article 62 of the Order, to which the
provisions of section 21 of the FSMA do not apply) (all such
persons together being referred to as “Relevant
Persons”). Any investment or investment activity to which
this release relates is available only to Relevant Persons in the
United Kingdom and will only be engaged with such persons.
This release is not an offer of Share
Consideration in the United States and it is not intended for
distribution in any jurisdiction in which such distribution would
be prohibited by applicable law. The Share Consideration referred
to in this release has not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”), or the securities laws of
any state of the United States (as such term is defined in
Regulation S under the U.S. Securities Act) and may not be offered,
sold or delivered, directly or indirectly, in or into the United
States absent registration, except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the U.S. Securities Act and in compliance with any applicable
state and other securities laws of the United States. This release
does not constitute an offer to sell or solicitation of an offer to
buy any of the shares in the United States. Unless Sampo is
satisfied, in its sole discretion, that offer consideration can be
offered, sold or delivered to a U.S. shareholder, or for its
account or benefit, in a transaction exempt from or not subject to
the registration requirements of the U.S. Securities Act, each U.S.
shareholder who is otherwise entitled to Share Consideration will
receive, in lieu of such Share Consideration, the pro rata portion
of the net cash proceeds of the sale in the open market at the
prevailing prices of all Share Consideration that would be
otherwise due to all such accepting U.S. shareholders made pursuant
to a vendor placement. The sale of Share Consideration pursuant to
any vendor placement would occur after the settlement of any Offer,
outside of the United States pursuant to a centralized sale process
and will be subject to applicable fees and expenses to be paid by
the participating U.S. shareholder. U.S. shareholders may be able
to receive Share Consideration if they are qualified institutional
investors (”QIBs”) (as defined in Rule 144A under the U.S.
Securities Act) and “accredited investors” as defined in Rule 501
of the U.S. Securities Act. Such shareholders will be required to
make such acknowledgments and representations to, and agreements
with, Sampo as Sampo may require establishing that they are
entitled to receive Share Consideration in a transaction not
subject to the registration requirements of the U.S. Securities
Act.
The Offer is being made in the U.S. in reliance
on the expected availability of the Tier II exemption pursuant to
Rule 14d-1(d) of, and otherwise in compliance with Section 14(e)
of, and Regulation 14E promulgated under, the U.S. Securities and
Exchange Act of 1934, as amended (the “U.S. Exchange
Act”), and otherwise in accordance with the requirements
of Danish law. The Offer is not subject to Section 14(d)(1) of, or
Regulation 14D promulgated under, the U.S. Exchange Act. Topdanmark
is not currently subject to the periodic reporting requirements
under the U.S. Exchange Act and is not required to, and does not,
file any reports with the SEC thereunder.
The Offer and this release, including any
attachments hereto, are subject to the laws of Denmark and Finland.
The Offer, when made, will relate to the securities of a Danish
company and a Finnish company and is subject to the disclosure
requirements applicable under Danish and Finnish law, if any, as
applicable, which may be different in material aspects from those
applicable in the United States, the United Kingdom, Canada or any
other applicable jurisdiction.
The Offer will be made to shareholders of
Topdanmark who are residing in the United States or Canada, or who
are Relevant Persons residing in the United Kingdom, on the same
terms and conditions as those made to all other Topdanmark
shareholder to whom the Offer is made, other than with respect to
the availability of the Share Consideration in a vendor placement
approach. For the avoidance of doubt, the Offer does not extend to
any other financial instruments issued by Topdanmark (including
American depositary shares representing the Topdanmark Shares, nor
for the American depositary receipts evidencing the Topdanmark
Shares). Any information documents are being disseminated to
Topdanmark shareholder who are resident in the United States or
Canada, or who are Relevant Persons, on a basis reasonably
comparable to the method that such documents are provided to the
other Topdanmark shareholders.
In addition, the procedures for the tender of
Topdanmark shares and settlement of the Share Consideration due to
each Topdanmark shareholder who accepts the Offer will be carried
out in accordance with the rules applicable in Denmark and Finland,
which may differ in material aspects from the rules and procedures
applicable to a tender offer for the securities of a domestic
company in the United States, Canada or the United Kingdom, in
particular with respect to withdrawal rights, offer timetable,
settlement procedures and the payment date of the securities.
This announcement, including any attachments
hereto, does not comprise a prospectus for the purposes of the U.K.
Prospectus Regulation and has not been approved by or filed with
the Financial Conduct Authority in the United Kingdom.
If Sampo obtains the requisite number of
Topdanmark shares, each Topdanmark shareholder may have their
Topdanmark shares compulsorily acquired under the compulsory
purchase provisions of the Danish Companies Act.
The Share Consideration will be issued to
Canadian shareholders of Topdanmark pursuant to a prospectus
exemption in accordance with applicable Canadian securities laws.
The Share Consideration has not, however, been qualified for
distribution by way of a prospectus in Canada and no Canadian
securities regulatory authority has expressed an opinion about the
Share Consideration and it is an offence to claim otherwise. The
Share Consideration has not been and will not be listed on a
Canadian securities exchange and neither Sampo nor Topdanmark
intends to take any action to facilitate a market in the Share
Consideration in Canada. Canadian shareholders of Topdanmark should
understand that the Offer, the Share Consideration, the Offer
Document, the prospectus to be published and any related documents
are subject to disclosure, laws and regulations that may be
different from applicable Canadian securities laws.
The distribution of this release may be
restricted by law and persons into whose possession any document or
other information referred to herein comes should inform themselves
about and observe any such restrictions. The Offer is not being
made, and the Topdanmark shares will not be accepted for purchase
from or on behalf of persons, in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities or other laws or regulations of such jurisdiction or
would require any registration, approval or filing with any
regulatory authority not expressly contemplated by the Offer
Document and/or the prospectus to be published. Persons obtaining
the Offer Document and/or the prospectus to be published and/or
into whose possession the Offer Document and/or the prospectus to
be published comes are required to take due note and observe all
such restrictions and obtain any necessary authorisations,
approvals or consents. Neither Sampo, Topdanmark nor any of their
advisors accepts any liability for any violation by any person of
any such restriction. Any person (including, without limitation,
custodians, nominees and trustees) who intends to forward the Offer
Document and/or the prospectus to be published or any related
document to any jurisdiction outside Denmark or Finland should
inform themselves of the laws of the relevant jurisdiction and
should also carefully read the information contained in the Offer
Document and/or the prospectus to be published, before taking any
action. The distribution of the Offer Document and/or the
prospectus to be published in jurisdictions other than Denmark and
Finland may be restricted by law, and, therefore, persons who come
into possession of the Offer Document and/or the prospectus to be
published should inform themselves about and observe such
restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws and regulations of
any such jurisdiction. This release is not directed to, and is not
intended for distribution to or use by, any person or entity that
is a citizen or resident or located in any locality, state,
province, country or other jurisdiction where such distribution,
publication, availability or use would be contrary to law or
regulation or which would require any registration or licensing
within such jurisdiction. It is the responsibility of all persons
obtaining the Offer Document, the prospectus, and/or other
documents relating to the Offer Document or to the Offer or into
whose possession such documents otherwise come, to inform
themselves of and observe all such restrictions. Any recipient of
the Offer Document or the prospectus who is in any doubt in
relation to these restrictions should consult his or her
professional advisors in the relevant jurisdiction. Neither Sampo,
Topdanmark nor the financial advisors to Sampo or Topdanmark accept
or assume any responsibility or liability for any violation by any
person whomsoever of any such restriction.
Sampo is a Finnish company and Topdanmark is a
Danish company. The transaction, including the information
distributed in connection with the Offer, is subject to disclosure,
timing and procedural requirements of a non-U.S. country, which are
different from those of the United States. The financial
information included or referred to in this release has been
prepared in accordance with IFRS, which may not be comparable to
the accounting standards, financial statements or financial
information of U.S. companies or applicable in the United States or
other companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
It may be difficult for U.S. shareholders of
Topdanmark to enforce their rights and any claim they may have
arising under U.S. federal or state securities laws, since Sampo
and Topdanmark are not located in the United States, and all or
some of their officers and directors are residents of non-U.S.
jurisdictions. It may be difficult to compel a foreign company and
its affiliates to subject themselves to a U.S. court’s judgment.
U.S. shareholders of Topdanmark may not be able to sue Sampo or
Topdanmark or their respective officers and directors in a non-U.S.
court for violations of U.S. laws, including federal securities
laws, or at the least it may prove to be difficult to evidence such
claims. Further, it may be difficult to compel Sampo or Topdanmark
and their affiliates to subject themselves to the jurisdiction of a
U.S. court. In addition, there is substantial doubt as to the
enforceability in a foreign country in original actions, or in
actions for the enforcement of judgments of U.S. courts, based on
the civil liability provisions of the U.S. federal securities
laws.
This release does not constitute a notice to an
extraordinary general meeting, an offer document, or a prospectus
and as such, does not constitute or form part of and should not be
construed as, an offer to sell, or the solicitation or invitation
of any offer to buy, acquire or subscribe for, any securities or an
inducement to enter into investment activity. Any decision with
respect to the Offer should be made solely on the basis of
information to be contained in the actual notices to the
extraordinary general meetings of Sampo, the Offer Document, and
the prospectus, when published, as well as on an independent
analysis of the information contained therein. You should consult
the Offer Document and the prospectus, when published, for more
complete information about Sampo, Topdanmark, their respective
subsidiaries, their respective securities and the Offer. No part of
this release, nor the fact of its distribution, should form the
basis of, or be relied on in connection with, any contract or
commitment or investment decision whatsoever. The information
contained in this release has not been independently verified. No
representation, warranty or undertaking, expressed or implied, is
made as to, and no reliance should be placed on, the fairness,
accuracy, completeness or correctness of the information or the
opinions contained herein. Neither Sampo nor Topdanmark, nor any of
their respective affiliates, advisors or representatives or any
other person, shall have any liability whatsoever (in negligence or
otherwise) for any loss however arising from any use of this
release or its contents or otherwise arising in connection with
this release. Each person must rely on their own examination and
analysis of Sampo, Topdanmark, their respective securities and the
Offer, including the merits and risks involved. The transaction may
have tax consequences for Topdanmark shareholders, who should seek
their own tax advice. The receipt of cash pursuant to the Offer by
a U.S. shareholder may be a taxable transaction for U.S. federal
income tax purposes and under applicable U.S. state and local, as
well as foreign and other, tax laws. Each Topdanmark shareholder is
urged to consult his independent professional adviser immediately
regarding the tax consequences with respect to the Offer.
Topdanmark shareholders who are resident in or otherwise located in
the United States (or persons acting as agent, nominee custodian,
trustee or otherwise for or on behalf of shareholders resident in
or otherwise located in the United States) are encouraged to
consult with their legal, financial and other advisors regarding
the Offer. In accordance with normal Danish practice and subject to
the requirements of Danish and Finnish law, Sampo or any entity
acting in concert with Sampo and any of their respective nominees
or brokers (acting as agents or in a similar capacity), may from
time to time make certain purchases of, or arrangements to
purchase, Topdanmark shares or securities that are convertible
into, exchangeable for or exercisable for Topdanmark shares outside
the Offer, before or during the period in which the Offer remains
open for acceptance. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices, in each case, to the extent permissible under
law (including Rule 14e-5(b)(12) under the U.S. Exchange Act). Any
information about such purchases will be announced through Nasdaq
Copenhagen A/S and/or Nasdaq Helsinki Ltd and publicly disclosed in
the United States, as applicable, relevant electronic media if, and
to the extent, such announcement is required under applicable
Danish, Finnish and/or U.S. law, rules or regulations. In addition,
in the ordinary course of business, the financial advisors to
Sampo, any entity acting in concert with Sampo, or Nordea Bank Abp
as settlement agent, and their respective affiliates, may make or
hold a broad array of investments including serving as
counterparties to certain derivative and hedging arrangements and
actively trade debt and equity financial instruments (or related
derivative financial instruments) and other types of financial
instruments (including bank loans) for their own account and for
the accounts of their customers, and such investment and financial
instrument activities may involve securities and/or instruments of
Topdanmark.
The new A shares in Sampo have not been and will
not be listed on a U.S. securities exchange or quoted on any
inter-dealer quotation system in the United States. Neither Sampo
nor Topdanmark intends to take any action to facilitate a market in
the new shares in Sampo in the United States.
The new A shares in Sampo have not been approved
or disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other
regulatory authority in the United States, nor have any of the
foregoing authorities approved or disapproved the Offer, passed
comment upon, or endorsed the merit of, the Offer or the accuracy
or the adequacy of the disclosure in relation to the Offer. Any
representation to the contrary is a criminal offence in the United
States.
Completion of the Offer is subject to the
satisfaction of a number of conditions as will be more fully
described in the Offer Document and prospectus to be published.
Disclaimer
Goldman Sachs International is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom. Goldman Sachs International is providing financial
advice on certain local matters to Sampo outside of the United
States, and no one else in connection with the matters referred to
herein, and neither Goldman Sachs International nor its affiliates,
respective partners, directors, officers, employees or agents will
be responsible to anyone other than Sampo for providing the
protections afforded to clients of Goldman Sachs International, or
for giving advice in connection with the Offer or any matter or
arrangement referred to in this announcement.
Carnegie Investment Bank is acting exclusively
for Topdanmark in connection with the Offer and for no one else and
will not be responsible to anyone other than Topdanmark for
providing the protections afforded to its clients or for providing
advice in relation to the Offer or any matter or arrangement
referred to in this announcement.