Suomen Hoivatilat Oyj Stock exchange release 28 March 2017 at 1:30 pm
Suomen Hoivatilat Oyj: Change in the number of shares and voting rights
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Suomen Hoivatilat Oyj: Change in the number of shares and voting rights
Suomen Hoivatilat Oyj ("Hoivatilat" or the "Company") announced the result of the offering (the "Offering") of preliminarily up to 3.5 million new shares (the "Offer Shares") in a stock exchange release published on 24 March 2017. Hoivatilat reserved the right of issuing a higher number of Offer Shares in the Offering than the planned preliminary maximum number of Offer Shares. In aggregate 4.5 million Offer Shares were issued in the Offering.
The 4,500,000 Offer Shares issued in the Offering have been registered in the Trade Register maintained by the Finnish Patent and Registration Office as of today. The aggregate number of shares in Hoivatilat and the number of votes conferred by the shares is 25,288,859. Each share confers one vote.
The Offer Shares issued in the Offering are new Hoivatilat shares that are equivalent to the existing share class of Hoivatilat. The ISIN code of the shares (including the Offer Shares) is FI4000148648.
Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") has today approved Hoivatilat's application for the admission into trading of the Offer Shares on the official list of the Helsinki Stock Exchange. Trading in the Offer Shares on the official list will commence on 29 March 2017.
Skandinaviska Enskilda Banken is acting as the Sole Bookrunner of the Offering. Krogerus Attorneys Ltd is acting as legal advisor to the Company in the Offering. Roschier Attorneys Ltd is acting as legal advisor to the Sole Bookrunner in the Offering.
Suomen Hoivatilat Oyj Board of directors
Further information: Suomen Hoivatilat Oyj CEO Jussi Karjula, tel.: +358 40 773 4054
Skandinaviska Enskilda Banken Director Juho Puhakainen, tel.: +358 50 3760 592
Suomen Hoivatilat in brief: Suomen Hoivatilat Oyj specialises in producing, developing, owning and leasing out nursing homes, day care centres and service blocks. Hoivatilat was founded in 2008, and the company has been working in cooperation with as many as approximately 50 Finnish municipalities and launched over 100 property projects around Finland. The company was listed on the official list of Nasdaq Helsinki Ltd on 1 March 2017. IMPORTANT INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
The Offering is not intended for the public. This release is not a prospectus and therefore not an offer relating to securities. No offer shall be made in any such jurisdiction in which the offer or participation therein would be unlawful or would require, in addition to any actions pursuant to Finnish law, the preparation of a prospectus, registration or any other action. The Sole Bookrunner is acting exclusively for the Company and no one else connected to the transaction pursuant to this release. The Sole Bookrunner will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the contents of this release or the transaction pursuant to this release.
This release is directed only to (A) persons who are outside the United States of America; (B) (i) persons who are resident in a Member State of the European Economic Area (other than Finland) and are a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measure in each Member State of the European Economic Area); or (ii) persons who are resident in Finland and are a qualified investor (within the meaning of Chapter 3, Section 5 of the Finnish Securities Markets Act (746/2012, as amended, in Finnish: kokenut sijoittaja); and (C) as regards Great Britain, (i) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth companies; and (iii) 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 Offer Shares or requests, offers or agreements relating to the subscription for, purchase of or any other acquisition of such Offer Shares are intended to be made available to Relevant Persons only. No one who is not a Relevant Person shall act on the basis of this release.
This release does not constitute an offer for the sale of securities in the United States. The Offer Shares may not be offered or sold within the United States absent of registration or an exemption under the U.S. Securities Act 1933 (as amended). The Company has not registered and it does not intend to register, any portion of the offering in the United States, and it does not intend to conduct a public offering in the United States.
This release contains forward-looking statements. These forward-looking statements are not based on historical facts, but are statements about future expectations. Statements included in this release which contain expressions "aims", "anticipates", "assumes", "believes", "estimates", "expects", "intends", "may", "plans", "should", and other similar expressions related to the Company or the Offering are examples of such forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements contain information about future results, plans or expectations regarding the Company's business operations, including its strategy and growth plans and profitability, and the general economic situation. These forward-looking statements are based on current plans, estimates, prospects and expectations. They are based on certain currently valid expectations that may however turn out to be wrong. These forward-looking statements are based on assumptions and they contain several risks and uncertainties. Investors should not rely on these forward-looking statements. Several factors may result in a material deviation of the Company's actual business outcome or financial standing from the business outcome or financial standing that is indicated or referred to in forward-looking statements. The absence or occurrence of the aforementioned factors may cause a substantial deviation of the Company's actual business outcome or financial standing from what is directly or indirectly presented or described in the sections, which include forward-looking statements. Because of risks, uncertainties, assumptions and other factors, events described in forward-looking statements may not necessarily occur. Therefore, the accuracy and completeness or the occurrence of the predicted events of the forward-looking statements presented in this release cannot be guaranteed.
