Sampo - Tender offer

Sampo announces a mandatory no-premium offer for Topdanmark

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE  UNITED STATES  OF AMERICA,  AUSTRALIA, CANADA,  SOUTH AFRICA,  HONG KONG OR
JAPAN  OR ANY OTHER JURISDICTION WHERE TO  DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.


SAMPO PLC        STOCK EXCHANGE RELEASE      7 September 2016 at 11:50 am



Sampo announces a mandatory no-premium offer for Topdanmark

Sampo plc ("Sampo") has acquired a total of 31,676,920 shares in Topdanmark A/S,
the second largest Danish insurance company, the shares are listed on Nasdaq
Copenhagen (Danish company registration number 78040017, "Topdanmark"),
representing approximately 33.34 per cent of the entire issued share capital and
of all voting rights of Topdanmark. The acquisition has given rise to an
obligation for Sampo to make a mandatory public cash offer (the "Mandatory
Offer") to the other shareholders of Topdanmark to acquire all outstanding
shares (excluding treasury shares, and other financial instruments, warrants and
share options, if applicable, issued by Topdanmark and shares held by Topdanmark
shareholders resident in certain restricted jurisdictions pursuant to the Danish
Takeover Order (no. 562 of 2 June 2014) Section 2(1).

The obligation to make the Mandatory Offer arises as a result of Sampo in the
period from 6 September 2016 until today having acquired 200,000 Topdanmark
shares in the market with the highest purchase price being DKK 183 (the "Highest
Price Paid") and thereby crossing the applicable Danish threshold of one third
of the total outstanding voting rights of Topdanmark. In connection herewith,
Sampo has also acquired 31,476,920 Topdanmark shares at a price of DKK 183 per
share, representing approximately 33.13 per cent of the entire issued share
capital and of all voting rights of Topdanmark (including treasury shares), from
its wholly owned subsidiary If P&C Insurance Holding Ltd. ("If"). Following
Sampo's acquisition of If's shareholding in Topdanmark, If no longer holds any
shares in Topdanmark.

Sampo believes that actively obtaining over one third of Topdanmark's shares and
triggering the Mandatory Offer adds clarity around Sampo's position in
Topdanmark as opposed to passively increasing its ownership through a potential
cancellation of shares as a result of Topdanmark's share buyback programme.

The Mandatory Offer

  * The cash price offered in the Mandatory Offer (the "Offer Price") will
    correspond to the Highest Price Paid, i.e. DKK 183, in accordance with the
    Danish Takeover Order.
  * In accordance with applicable law, the Mandatory Offer will not contain any
    conditions.

The Mandatory Offer is not expected to increase Sampo's holding in Topdanmark
substantially and the financial impact of the Mandatory Offer on Sampo is
therefore expected to be insignificant. The Mandatory Offer is not either
expected to change the accounting treatment of the Topdanmark holding in Sampo
Group's consolidated accounts.

Offer Document and period for Mandatory Offer

Sampo will ensure that within four weeks after the date of this announcement an
offer document (the "Offer Document") is published, in accordance with the
Danish Takeover Order Section 2(2). The Offer Document will contain details
concerning the Mandatory Offer. Once launched, the Mandatory Offer will be open
for acceptance for at least four weeks, as required by the Danish Takeover
Order.

Pursuant to the Danish Takeover Order (no. 562 of 2 June 2014) Sections 20 and
27, a Danish translation of this announcement is attached hereto.



SAMPO PLC
Board of Directors



Further information:

Jarmo Salonen
Head of Investor Relations and Group Communications
tel. +358 10 516 0030

Maria Silander
Communications Manager
tel. +358 10 516 0031

Distribution:
Nasdaq Helsinki
Nasdaq Copenhagen
London Stock Exchange
The principal media
Financial Supervisory Authority
www.sampo.com



Advisors

Nordea is acting as exclusive financial advisor, Plesner is acting as Danish
legal advisor and Hannes Snellman Attorneys Ltd is acting as Finnish legal
advisor as well as Impact acting as communications planning consultant to Sampo
in connection with the Mandatory Offer.



IMPORTANT NOTICE



The Mandatory Offer described in this announcement will be made pursuant to the
Danish Securities Trading Act and the Danish Takeover Order and will be governed
by Danish law.

This announcement does not contain or constitute an offer of, or the
solicitation of an offer to purchase, buy or subscribe for, securities to any
person in the United States of America, Australia, Canada, South Africa, Hong
Kong or Japan or in any other jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction.

This announcement is not an offer to purchase securities in the United States of
America. Securities may not be offered, purchased or sold in the United States
of America absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). Any public offer to
purchase securities to be made in the United States of America would be made by
means of a prospectus or offer document that would be obtained from Sampo and
would contain detailed information about Topdanmark and management, as well as
financial statements. There will be no offer to purchase securities in the
United States of America, Australia, Canada, South Africa, Hong Kong or Japan or
in any other jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.




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Attachments:

Translation of the stock exchange release (Danish).pdf