Important Information
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with a voluntary public takeover offer by way of a share exchange offer to be made by Sampo plc (“Sampo”) to the shareholders of Topdanmark A/S (“Topdanmark”) for the exchange of all issued and outstanding Topdanmark shares that are not held by Sampo (the “Offer”) (and such documents and information, the “Offer Materials”). You must read the below information carefully, as it applies to all persons who visit this website.
THESE OFFER MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, ANY PERSONS LOCATED IN AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE OR IN ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
DISCLAIMER - DOCUMENTS RELATED TO THE EXCHANGE OFFER TO BE MADE BY SAMPO PLC (“SAMPO”) TO THE SHAREHOLDERS OF TOPDANMARK A/S (“TOPDANMARK”)
DUE TO LEGAL RESTRICTIONS, THE OFFER MATERIALS ON THIS WEBSITE, WWW.TOPDANMARK.COM (THE “WEBSITE”), IS NOT DIRECTED TO, OR ACCESSIBLE FOR, CERTAIN PERSONS. WE THEREFORE KINDLY ASK YOU TO REVIEW THIS NOTICE CAREFULLY EACH TIME YOU WISH TO BE GRANTED ACCESS TO THIS WEBSITE. THIS NOTICE APPLIES TO ALL VISITORS OF THIS WEBSITE.
THE OFFER MATERIALS CONTAINED HEREIN AND ON THE PAGES THAT FOLLOW DO NOT CONSTITUTE OR FORM A PART OF ANY OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO PURCHASE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFERS OR SALES ARE UNLAWFUL. 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 CONTAINED ON THIS WEBSITE 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.
Depending on who you are and where you live, it may affect your rights. Please note that this notice and the Offer Materials contained on this Website may be altered or updated from time to time. In addition, the contents of this Website may be amended at any time in whole or in part at the sole discretion of Sampo/Topdanmark.
Access to the Offer Materials contained on this Website may be restricted under the securities laws in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such jurisdiction) before you may obtain access to the Offer Materials on the Website. If you are unable, or have any doubt whether you are able, to provide the necessary confirmation, then you should press ‘no’ and you will not be able to view the Offer Materials on the Website.
The Offer will not be 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.
The full terms and conditions of the Offer will be set out in the offer document and the prospectus to be published. In deciding whether or not to accept the Offer, shareholders of Topdanmark should rely only on the information provided in the offer document and the prospectus.
NOTICE TO SHAREHOLDERS IN THE EEA
In any member state of the European Economic Area other than Denmark and Finland (each a “Relevant State”), the Offer Materials are only addressed to, and are only directed at the shareholders of Topdanmark in Relevant States 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”).
The new Sampo A shares offered for each tendered Topdanmark share (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 A 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.
NOTICE TO SHAREHOLDERS IN THE UNITED STATES
The Share Consideration has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “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 will not be offered, sold or delivered (directly or indirectly) in or into the United States absent registration or an applicable 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.
Unless Sampo is satisfied, in its sole discretion, that the Share Consideration can be offered, sold or delivered to a U.S. Topdanmark Shareholder, or for its account or benefit, in a transaction not subject to the registration requirements of the Securities Act, each U.S. Topdanmark shareholder who is otherwise entitled to the 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 such Share Consideration that would be otherwise due to all such accepting U.S. Topdanmark shareholders made pursuant to a vendor placement.
This 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.
NOTICE TO SHAREHOLDERS IN THE UNITED KINGDOM
The Offer Materials have 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 of the Share Consideration in the United Kingdom 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 Share Consideration in circumstances in which an obligation arises for Sampo to publish a prospectus for such offer.
In the United Kingdom, the Offer Materials are 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.
NOTICE TO SHAREHOLDERS IN CANADA
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.
IMPORTANT INFORMATION
Access to the Offer Materials contained on this Website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such Offer Materials. All persons residing in jurisdictions other than Denmark and Finland who wish to have access to the Offer Materials contained on this Website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this Website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been obtained outside of Denmark or Finland. Sampo/Topdanmark assumes no responsibility if there is a violation of applicable law and regulations by any person.
Access to electronic versions of these Offer Materials is being made available on this Website by Sampo/Topdanmark is being provided without warranty of any kind. Any person seeking access to this Website represents and warrants to Sampo/Topdanmark that they are doing so for information purposes only. Further, it does not constitute a recommendation by Sampo or Topdanmark or any other party to sell or buy securities in Sampo.
The contents of this Website are not to be incorporated into, or construed to form part of, any of the Offer Materials included herein, unless specifically stated in such Offer Materials. Except as otherwise explicitly stated herein as applicable to them, no information included on this Website should be used by investors in forming their investment decision.
The use of this Website is subject to Danish law and any disputes arising out of or regarding this Website is subject to Danish law and the exclusive jurisdictions of the Danish courts.
I therefore certify that:
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I am:
resident in Denmark; OR
resident in Finland; OR
an investor neither located or resident in Australia, Hong Kong, Japan, New Zealand, South Africa or Singapore, nor any jurisdiction in which it would be unlawful to access any prospectus, offer document or other Offer Materials published by Sampo or Topdanmark in connection with the Offer, AND
if located or resident in the United Kingdom, a Relevant Person; AND
I have read, understand and agree to comply with all of the restrictions set forth above in this notice.