SUCCESSFUL PLACEMENT BY SOLIDIUM OF SAMPO A-SHARES AND BONDS EXCHANGEABLE INTO SAMPO A-SHARES DUE 2018
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
Important notice
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)Â (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 ANDÂ 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.
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Solidium Oy via GlobeNewswire
[HUG#1764325]