Pihlajalinna Oyj:Pihlajalinna and Sentica announce the result of the share issue and sale
Pihlajalinna Oyj Stock Exchange release 15 December 2015 at 8.15 a.m. (EET)
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, South Africa or Japan or in any other jurisdiction in which publication or distribution would be prohibited by applicable law.
Pihlajalinna and Sentica announce the result of the share issue and sale
Pihlajalinna Plc ("Pihlajalinna" or the "Company") announced on 14 December 2015 that the Company intends to offer up to 1,500,000 new shares in the Company (the "Shares") to a limited number of institutional investors in an accelerated book-built offering in deviation from the shareholders' pre-emptive subscription rights (the "Share Issue").
The Board of Directors of the Company has decided in its meeting on 14 December 2015 to issue 1,500,000 Shares in the Share Issue on the basis of the authorization granted to it by the Extraordinary General Meeting of the Company on 14 December 2015 and approved the terms and conditions of the Share Issue. The Shares offered in the Share Issue correspond approximately to 7.8 per cent of all the shares and voting rights in Pihlajalinna immediately prior to the Share Issue. Following the Share Issue, the number of issued and outstanding shares of the Company will be 20,613,146. The terms and conditions of the Share Issue are attached to this release. The Board of Directors of the Company has in its meeting on 14 December 2015 decided to accept subscriptions of the Shares made in accordance with the terms and conditions of the Share Issue.
The subscription price in the Share Issue was set at EUR 17.00 per Share, amounting to a total of EUR 25.5 million before commissions and expenses. The subscription price of the Shares will be recorded in its entirety into the invested unrestricted equity fund of the Company.
The net proceeds from the Share Issue are intended for financing the acquisitions of Tampereen Lääkärikeskus Oy, Röntgentutka Oy and Itä-Suomen Lääkärikeskus Oy announced in December 2015 and other possible acquisitions as well as for supporting the growth strategy of the Company.
The Shares are expected to be registered in the Finnish Trade Register on or about 16 December 2015 and trading in the Shares is expected to commence on Nasdaq Helsinki Ltd on or about 17 December 2015. In connection with the Share Issue, Pihlajalinna has entered into a lock-up undertaking, under which it has, subject to certain exceptions, agreed not to issue or sell any shares in Pihlajalinna for a period ending 90 days after the closing of the Share Issue.
Sentica Buyout III Ky and Sentica Buyout III Co-Investment Ky (together "Sentica") have announced that they have sold 1,500,000 shares in the Company in connection to the Share Issue (the "Share Sale"), corresponding approximately to 7.8 per cent of all the shares and votes in Pihlajalinna immediately prior to the Share Issue. The sale price in the Share Sale was EUR 17.00 per share and the gross sales proceeds of the Share Sale amounted approximately to EUR 25.5 million. After the Share Sale, Sentica owns 3,535,990 shares in the Company.
In connection with the Share Sale, Sentica has entered into a lock-up undertaking, under which it has, subject to certain exceptions, agreed not to issue or sell any shares in Pihlajalinna for a period ending 18 February 2016.
Carnegie Investment Bank AB and Danske Bank A/S, Helsinki Branch are acting as Joint Lead Managers in the Share Issue and the Share Sale.
Pihlajalinna Oyj
Board of Directors
Mikko Wiren, CEO
Further information
Mikko Wirén, CEO, Pihlajalinna Oyj, 050 322 0927
Mika Uotila, CEO, Sentica Partners Ltd, 040 553 6110
Terhi Kivinen, SVP, Communications, Marketing and IR, Pihlajalinna Oyj, +358 40 848 4001, terhi.kivinen@pihlajalinna.fi
Distribution
Nasdaq OMX Helsinki
Key media
investors.pihlajalinna-konserni.fi
Disclaimer
Both Carnegie and Danske Bank are acting exclusively for the Company and no one else and they will not regard any other person (whether or not a recipient of this release) as their respective clients in relation to the Share Issue. Carnegie and Danske Bank will not be responsible to anyone other than Pihlajalinna for providing the protections afforded to their respective clients and will not give advice in relation to the Share Issue or any transaction or arrangement referred to herein. Carnegie and Danske Bank assume no responsibility for the accuracy, completeness or verification of the information set forth in this release and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they may otherwise be found to have in respect of this release. Nothing contained in this release is, or shall be relied upon as, a promise or representation as to the past or the future.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. This release 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 absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the Share Issue in the United States or to conduct a public offering of securities in the United States.
The issue, exercise or sale of securities in the Share Issue are subject to specific legal or regulatory restrictions in certain jurisdictions. Pihlajalinna assumes 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 the solicitation of an offer to buy, 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.
Pihlajalinna has not authorized any offer to the public of securities in any Member State of the European Economic Area. The securities referred to in this release may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto).
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.
TERMS AND CONDITIONS OF THE SHARE ISSUE
The Board of Directors of Pihlajalinna Oyj (''Company'') has in its meeting on December 14, 2015, resolved to issue a maximum of 1,500,000 new shares (''Shares'') through a directed share issue (''Share Issue') based on the authorization by the Company's Extraordinary General Meeting on December 14, 2015.
Subscription of Shares
1,500,000 Shares were offered for subscription in an accelerated book-built offering executed by Carnegie Investment Bank AB and Danske Bank A/S, Helsinki Branch on December 14, 2015 to Finnish and international institutional investors in deviation from the shareholders' pre-emptive subscription right. Based on the price formed in the book built offering, the Board of Directors of the Company has together with its advisers determined those investors, to whom the Shares will be offered for subscription.
Subscription price
The subscription price formed in the book built offering is EUR 17.00 per Share (''Subscription Price''), which according to the understanding of the Company's Board of Directors corresponds to the fair value of the Shares. The subscription price will be recorded in its entirety to the invested non-restricted equity fund of the Company.
Subscription period and terms of payment
The subscription period commences on December 14, 2015, at 11 p.m. EET and ends on December 15, 2015, at 10.00 a.m. EET. The Board of Directors has the right to extend the subscription period or to discontinue it. The subscription of Issue Shares will be made at the office of Danske Bank A/S, Helsinki Branch. The subscription of the Shares will be performed verifiably by delivering the subscription list to the Board of Directors of the Company.
The Subscription Price must be paid during the subscription period.
Shareholders' rights
The Shares will entitle their holders to a full dividend potentially distributed by the Company and other shareholder rights in the Company after the Shares have been registered in the Finnish Trade Register and entered into the shareholders' register of the Company, on or about December 16, 2015.
Recording of the Shares into the book-entry account and the listing of the Shares
The Shares subscribed for in the Share Issue are being issued as book-entry securities in the book-entry system operated by Euroclear Finland Oy. The Shares (ISIN-code FI4000092556, trading name ''PIHLIS'') will be recorded in the subscribers' book-entry accounts, as from the date they have been registered in the Finnish Trade Register on or about December 16, 2015. Public trading with the Shares is expected to commence on December 17, 2015.
Reasons for deviating from the pre-emptive right to subscription
There is a weighty financial reason as referred to in the Finnish Companies Act, Chapter 9, Section 4, to deviate from the shareholders' pre-emptive right to subscription, because the costs and risks related to the Share Issue are lower than they would be in a rights issue, the Share Issue is faster to execute than a rights issue and in addition, because through the Share Issue the Company's ownership base may be extended and the liquidity of the share promoted.
Other issues
The Board of Directors of the Company will resolve on the approval of the executed share subscriptions in accordance with these terms and conditions. A confirmation notification of the accepted subscriptions will be sent to the subscribers once the subscriptions have been accepted.
The Board of Directors of the Company will resolve on other matters relating to the Share Issue and the practical measures related thereto. The Share Issue is governed by Finnish law.