Stabilisation measures taken and the end of the stabilisation period; the Board of Directors has resolved on the cancellation of treasury shares

Company release
23 March 2021 at 9:50 a.m. (Finnish time)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Stabilisation measures taken and the end of the stabilisation period; the Board of Directors has resolved on the cancellation of treasury shares

With reference to the prospectus of Nightingale Health Plc (“Nightingale” or the “Company”) dated 5 March 2021 and the company release dated on 18 March 2021 regarding the results of the initial public offering of Nightingale (the “Offering”), Nightingale has received notification that Swedbank AB (publ) (“Swedbank”), acting as stabilising manager in the Offering, has carried out stabilisation measures between 19 March 2021 and 22 March 2021. The Company has additionally been informed by Swedbank that the stabilisation period has ended and that no further stabilisation measures will be undertaken.

The Company has, in connection with the Offering, granted Swedbank an option to purchase up to an additional 2,444,440 Series B shares in the Company at a price corresponding to the subscription price in the Offering, in order to cover any over-allotment in connection with the Offering. Swedbank has today decided not to exercise the over-allotment option granted by the Company and redelivers simultaneously to the Company the additional 2,444,440 Series B shares issued to Swedbank in accordance with the over-allotment option related to the Offering.

The Company’s Board of Directors has today resolved to cancel the redelivered 2,444,440 Series B shares. The cancellation of the shares will be entered in the Finnish Trade Register on or about 23 March 2021. After the cancellation of the shares, the total number of Series B shares in the Company is 36,147,250 and the total number of all shares is 60,529,454.

Swedbank (contact: Karin Tyche, ECM, tel: +46 72 237 88 71) has announced that it has performed stabilisation measures (in accordance with Article 5(4) of the EU Market Abuse Regulation (EU) No. 596/2014) on Nasdaq First North Growth Market Finland in accordance with what is set out below.

For further information, please contact:

Teemu Suna, CEO
ir@nightingalehealth.com, tel. +358 20 730 1810

Certified Adviser:
Oaklins Merasco Ltd, tel. +358 9 6129 670

About Nightingale

Nightingale Health is a health technology company transforming preventive care. We envisage a world that focuses on keeping people healthy rather than just treating illnesses. By combining our pioneering blood-testing technology and the ability to detect future disease risks, we are creating a world-leading health data platform that enables preventative care with better information. The platform helps people make better personal health decisions and connects the health industry to offer their services for individuals’ preventative needs. By empowering the world with comprehensive health insights, we accelerate scientific discoveries, industry developments and improve personal health for everyone.

Important information

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. The information contained herein 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. Nightingale Health Plc (the “Company”) does not intend to register any portion of the offering in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or to offer securities to the public in the United States.

The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company, Swedbank AB (publ) or Kepler Cheuvreux SA assume 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 a solicitation of an offer to purchase or subscribe, 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. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

The Company has not authorized any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland, Sweden and Denmark. With respect to the United Kingdom and each Member State of the European Economic Area other than Finland, Sweden and Denmark and which applies the Prospectus Regulation (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an “offer of securities to the public” means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended.

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.

Full terms, conditions and instructions for the contemplated initial public offering are included in the prospectus that has been prepared by Nightingale Health Plc in connection with the contemplated initial public offering. The English language translation of the Finnish Prospectus is available on the website of the Company at www.nightingalehealth.com/ipo.

Any offering to subscribe for the securities referred to in this communication will be made by means of a prospectus that will be provided by Nightingale Health Plc pursuant to an approval by the Finnish Financial Supervisory Authority and containing detailed information about the Company and management, as well as financial information. This communication is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus. Any approval and registration by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities that are the subject of the prospectus.

Swedbank AB (publ) is acting exclusively for the Company and no one else in connection with the contemplated initial public offering. Swedbank AB (publ) will not regard any other person as its client in relation to the initial public offering. Swedbank AB (publ) 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 initial public offering or any transaction or arrangement referred to herein.

Certain statements in this communication are “forward-looking statements”. Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company’s competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information, investments, the contemplated initial public offering and listing, future cash flow generation, operating profit margin, financial position and liquidity. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology.

Forward-looking statements in this release are based on assumptions, many of which in turn are based on assumptions. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company and the managers do not intend and do not assume any obligation, to update or correct any forward-looking statement contained herein.

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