Sampo starts the mandatory redemption of Topdanmark’s shares – carries out a directed share issue

Insurance company Sambo informed the Danish insurance company Wholesale of the final result of the purchase offer. The preliminary result was already published last week.

As reported last week, with the offer, Sampo will own approximately 92.6 percent of Topdanmark, when the company’s current share ownership is included.

Share ownership of more than 90 percent entitles and obliges Sampo to make a mandatory purchase offer for the remaining shares.

Sampo estimates that it will start the mandatory redemption on September 20. The redemption concerns a good 6.6 million shares and the price offered for the share is 366.38 Danish kroner per share, which corresponds to 1.25 times the closing price of Sampo’s share of EUR 39.29 on June 14, 2024.

About 325 million euros of the 400 million euros that Sampo has allocated for the redemption and buybacks of minority shares are expected to be used for the mandatory redemption.

Directed issue of shares to shareholders

Sampo has decided to increase its share buyback program from EUR 400 million to EUR 475 million. The government has decided to extend the time for buybacks until November 30.

In addition, the board decided on a directed share issue of new A shares of Sampo to Topdanmark’s shareholders, deviating from the preemptive subscription rights of Sampo’s shareholders.

The board has decided to issue 48,198,710 new A shares of Sampo. Topdanmark shareholders were offered 1.25 shares as share consideration for each validly offered Topdanmark share.

The shares to be issued correspond to approximately 8.76 percent of all Sampo shares and approximately 8.75 percent of all votes produced by Sampo’s shares immediately after the share issue.

A compelling financial reason

According to the law, the rights issue takes precedence over the directed share issue. In the first, all owners are offered the opportunity to buy shares, so that their ownership does not dissolve without their decision.

According to the law, the privilege can be deviated from on the basis of a financially compelling reason.

According to Sampo, the pressing economic reason is fulfilled. The company justifies this, for example, by the fact that the merger of Topdanmark and If would give the group the opportunity to utilize complementary business models and distribution channels.