Pihlajalinna Oyj Stock Exchange release 14 December 2015 at 18.50 (EET)
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, South Africa, or Japan or in any other jurisdiction in which publication or distribution would be prohibited by applicable law.
Pihlajalinna and Sentica announce their intention to offer shares in Pihlajalinna to institutional investors
Pihlajalinna Plc ("Pihlajalinna" or the "Company") intends to offer up to 1,500,000 new shares in the Company (the "Issue Shares") to a limited number of institutional investors in deviation from the shareholders' pre-emptive subscription rights (the "Share Issue"). The Issue Shares offered correspond approximately to 7.8 per cent of all the shares and voting rights in the Company immediately prior to the Share Issue. The Company intends to use the net proceeds from the Share Issue to finance the acquisitions of Tampereen Lääkärikeskus Oy, Röntgentutka Oy and Itä-Suomen Lääkärikeskus Oy announced in December 2015 and other possible acquisitions as well as to support the growth strategy of the Company.
Sentica Buyout III Ky and Sentica Buyout III Co-Investment Ky (together "Sentica") intend to sell shares in Pihlajalinna (the "Sale Shares", together with the Issue Shares the "Shares") in connection with the Share Issue (the "Share Sale"). Sentica will decide the number of Sale Shares based on investor demand. Prior to the Share Sale, Sentica owns 5,035,990 shares in the Company corresponding approximately to 26 per cent of all the outstanding shares of the Company.
The Share Issue and the Share Sale will be based on an accelerated book-building process, in which selected institutional investors may submit bids for the Shares. The subscription and sale price of the Shares will be determined by the bids received in the accelerated book-building process. The book-building process will commence immediately and will end by 9.00 a.m. EET on 15 December 2015 at the latest. Receiving the bids may however be discontinued at any time during the book-building process. The Board of Directors of Pihlajalinna shall make the decision on the execution of the Share Issue, including the number of the Issue Shares and the subscription price of the Issue Shares, immediately after the close of the book-building process. The subscription and sale price of the Shares will be the same in the Share Issue and the Share Sale, and in the book-building process, Shares are primarily subscribed for in the Share Issue and secondarily in the Share Sale. The result of the Share Issue and the Share Sale will be published on or about 15 December 2015.
The Issue Shares are expected to be registered in the Finnish Trade Register on or about 16 December 2015 and trading in the Issue Shares is expected to commence on Nasdaq Helsinki Ltd on or about 17 December 2015. The Issue Shares will rank pari passu in all respects with the existing shares of the Company, once they have been registered with the Finnish Trade Register. The Share Issue is based on the authorisation to issue new shares in deviation from the shareholders' pre-emptive subscription rights, granted to the Board of Directors by the Annual General Meeting held on 14 December 2015.
In connection with the Share Issue, Pihlajalinna has entered into a lock-up undertaking, under which it has, subject to certain exceptions, agreed not to issue or sell any shares in Pihlajalinna for a period ending 90 days after the closing of the Share Issue.
Carnegie Investment Bank AB and Danske Bank A/S, Helsinki Branch are acting as Joint Lead Managers in the Share Issue and the Share Sale.
Pihlajalinna Oyj
Board of Directors
Mikko Wiren, CEO
Further information
Mikko Wirén, CEO, Pihlajalinna Plc, 050 322 0927
Mika Uotila, CEO, Sentica Partners Ltd, 040 553 6110
Terhi Kivinen, SVP, Communications, Marketing and IR, Pihlajalinna Plc, +358 40 848 4001, terhi.kivinen@pihlajalinna.fi
Distribution
Nasdaq OMX Helsinki
Key media
investors.pihlajalinna-konserni.fi
Disclaimer
Both Carnegie and Danske Bank are acting exclusively for the Company and no one else and they will not regard any other person (whether or not a recipient of this release) as their respective clients in relation to the Share Issue. Carnegie and Danske Bank will not be responsible to anyone other than Pihlajalinna for providing the protections afforded to their respective clients and will not give advice in relation to the Share Issue or any transaction or arrangement referred to herein. Carnegie and Danske Bank assume no responsibility for the accuracy, completeness or verification of the information set forth in this release and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they may otherwise be found to have in respect of this release. Nothing contained in this release is, or shall be relied upon as, a promise or representation as to the past or the future.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. This release does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the Share Issue in the United States or to conduct a public offering of securities in the United States.
The issue, exercise or sale of securities in the Share Issue are subject to specific legal or regulatory restrictions in certain jurisdictions. Pihlajalinna assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
Pihlajalinna has not authorized any offer to the public of securities in any Member State of the European Economic Area. The securities referred to in this release may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto).
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as relevant persons). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
HUG#1973339
