| TERVEYSTALO PLC | STOCK EXCHANGE RELEASE | October 5, 2017 at 4:00 pm |
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.
Terveystalo Plc announces the early close of the Public Offering and the Personnel Offering due to oversubscription
The Public Offering (as defined below) and the Personnel Offering (as defined below) of Terveystalo Plc ("Terveystalo" or the "Company") have been oversubscribed. In accordance with the terms and conditions of the Offering (as defined below), it has been decided that the subscription periods for the Public Offering and the Personnel Offering are closed early so as to be discontinued today, October 5, 2017 at 4:00 pm. The Institutional Offering (as defined below) will continue in accordance with the terms and conditions.
The Offering consists of the Share Issue and the Share Sale (as defined below, the Share Issue and the Share Sale together the "Offering"). The Company offers new shares in the Company (the "New Shares") for subscription in the share issue (the "Share Issue"). In addition, Lotta Holding I S.à r.l. ("EQT") (a company ultimately owned by the fund EQT VI managed by EQT VI (General Partner) LP, together with associated co-investment vehicles) and other existing shareholders in the Company (together with EQT, the "Selling Shareholders") are offering shares in the Company (the "Sale Shares" and together with the New Shares, the "Offer Shares") for sale (the "Share Sale"). The Offering consists of (i) a public offering to private individuals and entities in Finland (the ''Public Offering''), (ii) private placements to institutional investors in Finland and internationally (the "Institutional Offering") and (iii) an offering to all permanent employees of the Company or its wholly owned subsidiaries in Finland during the subscription period, the members of the Board of Directors and the CEO of Terveystalo (the "Personnel Offering"). The offering and sale in Sweden is conducted in accordance with the terms and conditions of the Institutional Offering as a part of the Institutional Offering.
The discontinuation of the subscription periods for the Public Offering and the Personnel Offering will not otherwise affect the timetable of the Offering. The Board of Directors of the Company will decide on the execution of the Share Issue and the Selling Shareholders will decide on the execution of the Share Sale, and the Board of Directors and the Selling Shareholders will jointly decide on the final number of the Offer Shares and the allocation of the Offer Shares on or about October 10, 2017. The aforementioned information will be published through a stock exchange release.
Terveystalo Plc Communications
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
Distribution: Nasdaq Helsinki Ltd Principal media www.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 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 percent 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 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 and Sweden, 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") is 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 (as defined below) 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 (as defined below) have authorized, nor do they authorize, 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 authorized, nor do they authorize, 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 accordance with all applicable laws and rules, EQT and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (the "Stabilizing Manager") may agree that EQT shall give the Stabilizing Manager an over-allotment option exercisable within 30 days from the commencement of trading of the Company's shares on the Prelist of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange"), which period is estimated to occur between October 11, 2017 and November 9, 2017 (the "Stabilization Period"). The Stabilizing Manager may, but is not obligated to, within the Stabilization Period, engage in measures which stabilize, maintain or otherwise affect the price of the Company's shares. These measures may raise or maintain the market price of the Company's shares in comparison with the price levels determined independently on the market or may prevent or delay any decrease in the market price of the Company's shares (provided that the aggregate principal amount of shares allotted does not exceed 15 percent of the aggregate principal amount of the New Shares and the Sale Shares). The Stabilizing Manager may stop any of these measures at any time.
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 "Prospectus") or, when applicable, the English language prospectus that is a translation of the Prospectus. The Prospectus has been published by the Company in connection with the contemplated admission of its shares to the Official List of the Helsinki Stock Exchange. Copies of the Prospectus are available from the Company's website at www.terveystalo.com/listautuminen and the English language prospectus at www.terveystalo.com/IPO . Any purchase of shares in connection with the contemplated listing on the Helsinki Stock Exchange (the "Listing") should be made solely on the basis of the information contained in the Prospectus. Before investing in any shares, persons viewing this announcement should ensure that they fully understand and accept the risks which are set out in the Prospectus. 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 Listing timetable, including the date of admission of the shares to the Official List of the Helsinki Stock Exchange, may be affected by a range of circumstances such as market conditions. There is no guarantee that the Offering 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 Offering 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 authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Offering for the person concerned.
Carnegie Investment Bank AB, Morgan Stanley & Co. International plc and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch act as the joint global coordinators and joint bookrunners (the ''Joint Global Coordinators''), and Jefferies International Limited (''Jefferies'') and OP Corporate Bank plc (''OP'') as the joint bookrunners (the ''Joint Bookrunners'') for the Offering (the Joint Global Coordinators and the Joint Bookrunners together, the ''Managers'', and each individually, a ''Manager''). The Managers are acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offering 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 Offering or any other transaction, matter or arrangement referred to in this announcement.
Lazard & Co., Limited ("Lazard"), which is authorized 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 Offering and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Offering or any other matters referred to in this announcement. Neither Lazard 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 in connection with this announcement, any statement contained herein or otherwise.
In connection with the Offering, 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 Offering 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 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 announcement (or whether any information has been omitted from the announcement) 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 announcement or its contents or otherwise arising in connection therewith.
