Pihlajalinna issues EUR 20 million hybrid capital securities
Pihlajalinna Plc Stock Exchange Release 20 March 2023 at 16:35
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Pihlajalinna issues EUR 20 million hybrid capital securities
Pihlajalinna Plc (“Pihlajalinna”) issues EUR 20 million hybrid capital securities (the “Capital Securities”). The Capital Securities will bear fixed interest rate of 12.00 percent per annum until 27 March 2026 (“Reset Date”), and from the Reset Date a floating interest rate as defined in the terms and conditions of the Capital Securities. The Capital Securities do not have a specified maturity date, and Pihlajalinna is not under any obligation to repay, repurchase or redeem the Capital Securities on the Reset Date. Pihlajalinna is entitled to redeem the Capital Securities on the Reset Date and thereafter on each interest payment date. The issue date for the Capital Securities is 27 March 2023. The net proceeds from the Capital Securities will be used for the repayment of drawings under Pihlajalinna’s existing revolving credit facility and for general corporate purposes.
“I am very pleased with the investor demand for this transaction despite the exceptional market conditions. I want to thank the investors for their trust in Pihlajalinna. The transaction supports the company's capital structure and strategy execution”, says Mikko Wirén, interim CEO of Pihlajalinna.
The Capital Securities are instruments that are subordinated to the company’s other debt obligations and will be treated as equity in Pihlajalinna’s IFRS consolidated financial statements. The Capital Securities do not confer to its holders the rights of a shareholder and do not dilute the holdings of the current shareholders. Danske Bank A/S acts as the lead manager for the issuance of the Capital Securities. Borenius Attorneys Ltd acts as transaction counsel. Nordhaven Corporate Finance Oy acts as financial advisor for Pihlajalinna.
Pihlajalinna Plc
Further Information:
Mikko Wirén, interim CEO, mikko.wiren@pihlajalinna.fi
Tarja Rantala, CFO, +358 40 774 9290, tarja.rantala@pihlajalinna.fi
Distribution:
Nasdaq Helsinki
Major media
investors.pihlajalinna.fi
Pihlajalinna in brief
Pihlajalinna is one of the leading providers of private healthcare and wellbeing services in Finland. The Group produces doctor's appointment services and specialised care, occupational healthcare and oral healthcare services, and residential and welfare services. To public entities Pihlajalinna offers social and healthcare service production models, in which the cooperation between the public and private sectors guarantees high-quality services for citizens. In 2022, Pihlajalinna's revenue was 690.5 million euros and the number of personnel over 7,000. Pihlajalinna's shares are listed on Nasdaq Helsinki Oy. Read more www.pihlajalinna.fi.
IMPORTANT INFORMATION
Offer and Distribution Restrictions
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South Africa or any other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute the solicitation of an offer to buy, nor shall there be any sale of, the Capital Securities 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. Persons into whose possession this announcement may come are required to inform themselves of and observe all such restrictions. None of the company and the lead manager or their respective representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the company’s securities, including the Capital Securities, are aware of such restrictions.
United States
The Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. The Capital Securities may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such terms are defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
United Kingdom
The Capital Securities are not intended to be offered, sold, or otherwise made available to and should not be offered, sold, or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA which were relied on immediately before exit day to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.