TERVEYSTALO PLC September 27, 2017 at 19:00 pm EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The Finnish Financial Supervisory Authority has on September 27, 2017 approved Terveystalo Plc's ("Terveystalo" or the "Company") Finnish language prospectus. The prospectus is published in connection with the initial public offering of Terveystalo (the "IPO").
The prospectus will be available, at the latest, on September 28, 2017, before the commencement of the subscription period, on the Company's website at www.terveystalo.com/IPO and at the registered office at Jaakonkatu 3, FI-00100 Helsinki, Finland. In addition, the prospectus will be available on or about September 28, 2017 at SEB's Helsinki office located at Eteläesplanadi 18, FI-00130 Helsinki, Finland and on the website of SEB at www.seb.fi , at the offices of cooperative banks belonging to the OP Financial Group and on the website of OP at www.op.fi/merkinta , as well as at the Helsinki Stock Exchange at Fabianinkatu 14, FI-00100 Helsinki, Finland. The English language prospectus translation and the Swedish language summary translation will be available on or about September 29, 2017 on the Company's website at www.terveystalo.com/IPO and on the website of SEB at www.seb.fi .
The subscription period for the IPO commences on September 28, 2017 at 10 am (Finnish time). The terms and conditions of the IPO are attached to this announcement.
Further enquiries
Yrjö Närhinen, CEO, Terveystalo yrjo.narhinen@terveystalo.com
Susanna Kinnari, SVP Communications, Marketing and Brand, Terveystalo Tel. +358 (50) 5458333 susanna.kinnari@terveystalo.com
Kati Kaksonen, Director, Investor Relations & Finance Communications, Terveystalo Tel. +358 (50) 3931561 kati.kaksonen@terveystalo.com
Terveystalo in brief
Terveystalo is a leading private healthcare service provider in Finland offering primary and outpatient secondary healthcare services to corporate, private and public sector customers. The Company's healthcare service offering includes general practice and specialist medical care, diagnostic services, outpatient surgery, dental services and other adjacent services, which together comprise its integrated healthcare care chain. The Company also offers a suite of digital healthcare services. Terveystalo is able to provide nationwide reach through its approximately 180 clinics, covering all 20 of Finland's largest cities, together with its digital platforms.
Terveystalo's operations are driven by its scale and supported by centralized functions and standardized operating practices. At the core of Terveystalo's strategy is a focus on providing medical quality and positive customer experiences, maintaining a competent and satisfied base of healthcare professionals and developing a variety of customized digital tools.
In 2016, the Company had approximately 1.0 million individual customers as well as approximately 2.7 million doctor visits, accounting for 12% of the total doctor visits in Finland. The Company's customers are divided into three groups: corporate customers, who the Company partners with to provide, for example, occupational healthcare services to their employees, private customers and public customers, who the Company partners with to provide public healthcare services and occupational healthcare services to municipal employees. Terveystalo had approximately 4,445 employees (including part-time employees) and approximately 4,400 private practitioners as at June 30, 2017.
DISCLAIMER
This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. Terveystalo Plc (the "Company") does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.
In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Finland, which has implemented the Prospectus Directive (2003/71/EC, as amended, including by Directive 2010/73/EU, the "Prospectus Directive") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the joint global coordinators to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Managers to publish or supplement a prospectus for such offer.
In connection with the contemplated IPO and in accordance with all applicable laws and rules, EQT and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (the "Stabilizing Manager") (or persons acting on its behalf) acting for the account of the Managers, may agree that the selling shareholders shall grant the Stabilizing Manager an option to over-allot shares or effect stabilization transactions with a view to supporting the market price of the shares at a level higher than that which might otherwise prevail (provided that the aggregate principal number of shares allotted does not exceed 15% of the aggregate principal number of the offer shares in the contemplated IPO). However, stabilization action may not necessarily occur and may cease at any time, and the Stabilization Manager is not required to enter into such transactions. Any stabilization action may begin on or after the date of commencement of trading of the shares on the Helsinki Stock Exchange and, if begun, may be ended at any time, but it must end no later than 30 days after that date.
This announcement includes forward-looking statements which include statements regarding the Company's business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as "believe," "anticipate," "plan," "expect," "target," "estimate," "project," "predict," "forecast," "guideline," "should," "aim," "continue," "could," "guidance," "may," "potential," "will," as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.
This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Finnish language prospectus (the "Finnish Prospectus") or the offering circular that is an English language translation of the original Finnish Prospectus (the "Offering Circular"), the Finnish Prospectus being intended to be published by the Company in due course in connection with the proposed admission of its shares to the official list of the Helsinki Stock Exchange. Copies of the Finnish Prospectus will, following its publication, be available from the Company's website at www.terveystalo.com/IPO. Any purchase of shares in the proposed IPO should be made solely on the basis of the information contained in the final Finnish Prospectus to be issued by the Company in connection with the IPO. Before investing in any shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Finnish Prospectus when published or in the Offering Circular. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change.
The IPO timetable, including the date of admission of the shares to the official list of the Helsinki Stock Exchange, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the IPO will proceed and that the Listing will occur and you should not base your financial decisions on the Company's intentions in relation to the IPO and Listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the IPO. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the IPO for the person concerned.
Carnegie Investment Bank AB, Finland branch, Morgan Stanley & Co. International plc, Skandinaviska Enskilda Banken AB (publ) Helsinki Branch, Jefferies International Limited and OP Corporate Bank plc are acting exclusively for the Company and the selling shareholders and no one else in connection with the contemplated IPO and will not be responsible to any other person for providing the protections afforded to clients of the Managers or for providing advice in relation to the IPO or any other transaction, matter or arrangement referred to in this document.
Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Company and no one else in connection with the possible IPO and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the possible IPO or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.
In connection with the contemplated IPO, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Company or related investments in connection with the contemplated IPO or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers, Lazard & Co. Limited nor any of their respective directors, officers, employees, affiliates, advisers or agents or any other person accepts any responsibility, duty or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness or fairness of the information or opinions in this document (or whether any information has been omitted from the document) or any other information relating to the Company, its shareholders, subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
Attachment : The terms and conditions of the IPO
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