Miscellaneous

SAMPO PLC           STOCK EXCHANGE RELEASE

8 February 2007

 

 

 

EXISTA'S HOLDING IN SAMPO PLC

 

Sampo plc (business code 0142213-3) has on 8 February 2007 received a disclosure under Chapter 2, Section 9 of the Securities Markets Act, according to which Exista hf. has entered into an agreement which when implemented results in the total number of Sampo A shares and related voting rights held by Exista Group (reg.nr. 610601-2350) to rise above 15 per cent of Sampo plc's entire stock and voting rights.

Exista's holding after the disclosure

 

 

Holdings are split as follows.

Exafin B.V.'s holding after the notification

 

Exista fjarfestingar ehf.'s holding after the notification

 

 

Vatryggingafelag Islands hf.'s holding after the notification

 

 

Sampo's share capital comprises 582 300 785 shares, of which 581 100 785 are A shares and 1,200,000 are B shares. Each A share entitles its holder to one (1) vote and each B share to five (5) votes. Thus, the total number of votes is 587 100 785.

 

SAMPO PLC

 

Jarmo Salonen

Head of Investor Relations and Group Communications

 

 

ANNEX

 

 

DISTRIBUTION:

Helsinki Stock Exchange
Main news media
Financial Supervision
www.sampo.com

 

 

 

Finnish Financial Supervision Authority

Snellmaninkatu 6

P.O. Box 159

FI-00101 Helsinki

Finland

Fax: + 358 10 831 5230

 

Sampo Plc.

Unioninkatu 22, Helsinki

FI-00075 SAMPO

Finland

Fax: + 358 10 516 0016

 

 

 

 

 

ANNEX

 

 

In Helsinki, 8 February 2007

 

 

Notification referred to in chapter 2, section 9, of the securities markets Act on an agreement which, when implemented, results in a change in holdings

 

Today, the Icelandic Exista hf., as the buyer, and Basiliko Enterprises Limited and Glennalla Properties Limited, both owned by Tchenquiz Family Trust, as the sellers, have signed a share purchase agreement, which will result, if completed, in Exista hf. acquiring 55,340,400 A shares in Sampo Plc. through the indirect acquisition of all the shares in Exafin B.V. The agreement is subject to the satisfaction of certain closing conditions. The parties aim to complete the agreement as soon as practicable, however on or before 28 May 2007, at the latest.

 

Furthermore, Exista fjárfestingar ehf. (registration number 640205-1990), a wholly-owned Icelandic subsidiary of Exista hf., has signed today a forward agreement and has undertaken earlier equity swap transactions, which entitle Exista fjárfestingar ehf., if it so desires, to acquire 34,731,268 A shares in Sampo Plc., or, alternatively and upon choice by Exista fjárfestingar ehf. with regard to the equity swap transactions, to receive a cash payment representing the increase in value of the shares. These shares represent at present 5.96 per cent of Sampo Plc.'s total shares and 5.92 per cent of the total voting rights carried by the shares in Sampo Plc. The maturity dates of the equity share swap transactions and the forward agreement range from 9 February 2007 to 15 August 2007, but Exista fjárfestingar ehf. also has the right to consummate the equity swap transactions in whole or in part pursuant to the agreements prior to these dates.

 

In accordance with Chapter 2, section 9, of the Securities Markets Act, we hereby notify the Finnish Financial Supervision Authority and Sampo Plc. that upon completion of the share purchase agreement, the forward agreement and the equity swap transactions in whole, the holdings of Exista hf. and its group companies will exceed one-tenth (1/10) of the voting rights and share capital of Sampo Plc.

 

1.   Name of the company in which holdings have been acquired

 

Sampo Plc. (Sampo Oyj)

 

2.   Exact proportion of voting rights and share capital in Sampo Plc., by type of shares

 

If Exista fjárfestingar ehf. decides to comsummate the equity swap transactions in whole and if the forward agreement is exercised resulting in the acquisition of shares in Sampo Plc., and if the share purchase transaction described above is completed, the holdings of Exista hf.'s group companies in Sampo Plc. will be as follows:

 

 

 

If the share purchase transaction is completed, the forward agreement is exercised and the equity swap transactions are consummated in whole, total holdings of Exista hf.'s group in Sampo Plc. will consequently be as follows:

 

 

(The share capital of Sampo Plc. comprises a total of 582,300,785 shares (581,100,785 A shares and 1,200,000 B shares), said shares entitling to a total of 587,100,785 votes.)

 

3.   Shareholder's full name and trade register number

 

Exafin B.V., address: Fred. Roeskestraat 123, 1076EE Amsterdam

 

File number in the trade register maintained by the Chamber of Commerce for Amsterdam: 34229055.

 

Exafin B.V. will, upon completion of the transaction, become an indirect wholly-owned subsidiary of Exista hf.

 

Exista hf. is a public limited company registered with the Register of Enterprises of Iceland by the registration number 610601-2350. Exista hf.'s address is Ármúla 3, 108 Reykjavik, Iceland.

 

The shares issued by Exista hf. have been admitted to public trading on the main list of the OMX Nordic Exchange Iceland.

 

4.   Material content of the share purchase agreement resulting in the holding

 

Parties to the share purchase agreement: Exista hf., as the buyer, and Basiliko Enterprises Limited and Glennalla Properties Limited, both owned by Tchenquiz Family Trust, as the sellers.

 

The closing of the share purchase agreement is conditional, e.g., upon approval of the Finnish Insurance Supervision Authority and other authorities relevant for the arrangement.

 

The contemplated time of the closing of the share purchase agreement and transfer of the holding to Exista hf. is as soon as practicable, however on or before 28 May 2007, at the latest.

 

 

___________________________

Pekka Jaatinen, Attorney-at-Law

For and on behalf of Exista hf.