Sampo Oyj (HLSE:SAMPO) and Rand Merchant Investment Holdings Limited (JSE:RMI) made an unsolicited approach to acquire Hastings Group Holdings plc (LSE:HSTG) for £1.2 billion on June 23, 2020. Sampo Oyj (HLSE:SAMPO) and Rand Merchant Investment Holdings Limited (JSE:RMI) are in discussions to acquire unknown minority stake in Hastings Group Holdings plc (LSE:HSTG) on July 29, 2020. Sampo Oyj and Rand Merchant Investment Holdings Limited agreed to acquire remaining 70.26% stake in Hastings Group Holdings plc from Tobias van der Meer, Pierre Lefèvre, Thomas Colraine, John Worth and others for £1.2 billion on August 5, 2020. Consideration will be paid at £2.5 per share. As a part of transaction, Tobias van der Meer, Pierre Lefèvre, Thomas Colraine and John Worth will sell 0.29%, 0.01%, 0.01% and 0.01% stake respectively. Following completion of the offer, Sampo and RMI will own and control 70% and 30% of the shares and votes in the jointly owned company, respectively. The cash consideration payable to Hastings shareholders under the terms of offer will be financed by a combination of: (i) existing cash resources of Sampo and the issuance by Sampo of €1 billion (£901 million) T2 bond and (ii) existing cash resources of RMI. In addition, Sampo has entered into a bridge credit agreement arranged by J.P. Morgan Securities Plc and Nordea Bank Abp in respect of the remaining portion of the cash consideration which is available for drawing if its T2 bond is not completed. The Board of Hastings established an independent committee to review the offer.

Post transaction, Sampo and RMI intend for Hastings to continue to be operated on a standalone but unlisted basis. Sampo and RMI does not intend to make any material changes to the conditions of employment or in the balance of skills and functions of employees and management of Hastings. Sampo and RMI intends to maintain Hastings' corporate offices and headquarters on the south coast of England. Independent Hastings Directors recommend unanimously to shareholders of Hastings to vote in favor of the scheme at the court meeting and Hastings shareholders vote in favor of the resolutions to be proposed at the general meeting (or in the event that the offer is implemented by way of a Takeover Offer, that Hastings shareholders accept such offer). Transaction is subject to approval of the court, approval of no less than 75% of Hastings shareholders, FCA approval, GFSC approval, European Commission and general third party approval. Approval. Sampo and RMI reserves the right to waive, in whole or in part, all or any of the conditions. As of September 22, 2020, Shareholders of Hastings approved the transaction at court meeting and general meeting. It is intended that dealings in Hastings Shares will be suspended on the business day before the effective day of transaction. Sampo and RMI have also entered into Confidentiality agreement and Cooperation agreement. As of October 22, 2020, the transaction has been approved by the European Commission well before the stipulated November 4, 2020 deadline. On October 26, 2020, Hastings announce that all of the Conditions relating to regulatory and antitrust approvals have now been satisfied. It is anticipated that the Court Hearing to sanction the Scheme will be held on November 13, 2020. As on November 13, 2020, the Court issued the Court Order sanctioning the Scheme. Transaction is expected to close by year end 2020. The Scheme is expected to become effective on November 16, 2020. The transaction's EPS accretive for the first year.

Andreas Lindh, Christian Kornhoff, Jonty Edwards, Sanchit Suri and Dwayne Lysaght of J.P. Morgan Securities plc acted as financial advisors to Sampo Oyj and Rand Merchant Investment Holdings Limited. Mike Lamb, Omar Faruqui, Milan Solanki and Neal West of Barclays Bank PLC and Charles Farquhar, Stuart Ord, Akshman Ori and Stephen Westgate of Numis Securities Limited acted as Joint Financial Advisors and Joint Corporate Brokers to Hastings Group Holdings plc. William Nourse, Duncan Buck, Brendan Perkins and Kunal Gandhi of Fenchurch Advisory Partners LLP acted as Joint Financial Advisors to Hastings Group. Seth Jones, Richard Hough, Philip Jarvis, Tom Grant, Alasdair Balfour, Lionel Shawe and Paul McCarthy of Allen & Overy LLP acted as legal advisors to Sampo Oyj and Rand Merchant Investment Holdings Limited. Christopher Mort of Freshfields Bruckhaus Deringer LLP acted as legal advisor to Hastings. Tom Mercer and Tim Rennie of Ashurst advised J.P. Morgan in the transaction. George Knighton, Robert Stirling and Clive Wells of Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal advisor to Sampo Oyj. Equiniti Limited acted as registrar for Hastings Group Holdings plc. Karen Hodson of Clifford Chance LLp acted as a legal advisor to J.P. Morgan Securities plc.

Sampo Oyj (HLSE:SAMPO) and Rand Merchant Investment Holdings Limited (JSE:RMI) completed the acquisition of Hastings Group Holdings plc (LSE:HSTG) on November 16, 2020. Applications have been made to the FCA and London Stock Exchange in relation to the delisting of Hastings shares from the premium segment of the Official List and the cancellation of the admission to trading of Hastings shares on the London Stock Exchange's main market for listed securities, which are each expected to take place on November 17, 2020. Ricard Wennerklint, Torbjörn Magnusson, Morten Thorsrud, Knut-Arne Alsaker, and Jan Hofmeyr have been appointed to the Hastings Board; and Thomas Colraine, Alison Burns, Elizabeth Chambers, Pierre Lefèvre, Teresa Robson-Capps, Selina Sagayam, Tobias van der Meer, and John Worth have tendered their resignation and have stepped down from the Hastings Board. On December 31, 2020, Sampo plc has issued subordinated notes of €1.486 billion to finance for the transaction.