Terveystalo announces a fixed subscription price for its contemplated initial public offering and further information on the listing of its shares on the Official List of Nasdaq Helsinki Ltd

TERVEYSTALO PLC                                                       September 27, 2017 at 11:30 am EET

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Terveystalo announces a fixed subscription price for its contemplated initial public offering and further information on the listing of its shares on the Official List of Nasdaq Helsinki Ltd

Terveystalo Plc ("Terveystalo" or the "Company") announces the subscription price for the share issue and share sale in connection with its contemplated initial public offering (the "IPO"). The Company announced on September 14, 2017 that it is contemplating the IPO and the listing of its shares on the Official List of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") (the "Listing").

The IPO in brief:

  • In light of the subscription undertakings received from Varma Mutual Pension Insurance Company, Hartwall Capital Ltd, Rettig Group Ltd, Elo Mutual Pension Insurance Company (the "Cornerstone Investors") and other pricing considerations, the Company and EQT have set a fixed subscription price of EUR 9.76 per share (the "Subscription Price") for the IPO.
     
  • The Company aims to raise gross proceeds of approximately EUR 100 million by offering a minimum of 10,245,902 and a maximum of 10,305,533 new shares in the Company (the "New Shares") for subscription (the "Share Issue"). 
     
  • The market capitalisation of the Company is approximately EUR 1,250 million assuming that a maximum number of the New Shares are offered and subscribed for in the IPO.
     
  • Lotta Holding I S.à r.l. ("EQT") and certain other existing shareholders of the Company (together with EQT, the "Selling Shareholders") are offering preliminarily a maximum of 62,689,110 existing shares in the Company (the "Sale Shares" and together with the New Shares the "Offer Shares") for sale (the "Share Sale"). EQT may decide to increase the number of Sale Shares by a maximum of 5,122,433 Sale Shares.
     
  • The IPO 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) a personnel 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"). Only New Shares will be offered in the Personnel Offering at a subscription price which is lower than the Subscription Price. When allocating the Offer Shares in the Public Offering, the Company may prioritize persons who work in the Company as healthcare professionals and who are not entitled to participate in the Personnel Offering.
     
  • The Offer Shares (excluding 5,122,433 Sale Shares which may be sold in addition to the preliminary maximum number of Sale Shares by a decision of EQT) represent approximately 57.0 percent of the Company's shares (the "Shares") and votes after the Share Issue (excluding any Additional Shares based on the Over-Allotment Option as defined below) assuming that a maximum number of New Shares are offered and subscribed for in the IPO. The Offer Shares (including 5,122,432 Sale Shares which may be sold in addition to the preliminary maximum number of Sale Shares by a decision of EQT) represent approximately 61.0 percent of the Shares and votes after the Share Issue, assuming that a maximum number of New Shares are offered and subscribed for in the IPO, and approximately 70.1 percent of the Shares and votes after the Share Issue if also the Over-Allotment Option (as defined below) is fully exercised.
     
  • In connection with the IPO, the Company and the Selling Shareholders and other existing shareholders will be subject to a 180-day lock up and members of management and the Board of Directors of the Company to a 360-day lock up in respect of Shares held.
     
  • Varma Mutual Pension Insurance Company, Hartwall Capital Ltd, Rettig Group Ltd and Elo Mutual Pension Insurance Company have each individually in September 2017 given irrevocable subscription undertakings in relation to the IPO, under which the Cornerstone Investors have, each individually, irrevocably committed to subscribe for Offer Shares at the Subscription Price, subject to certain conditions being fulfilled.
     
  • The value of the IPO is approximately EUR 876 million assuming that a maximum number of the New Shares are offered and subscribed for in the IPO, the Selling Shareholders sell the maximum number of the Sale Shares (including 5,122,433 Sale Shares which may be sold in addition to the preliminary maximum number of the Sale Shares by a decision of EQT), and assuming that the Over-Allotment Option (as defined below) is exercised in full.
     
  • The extraordinary general meeting ("EGM") of the Company held on September 26, 2017 resolved that the Company's six share classes will be combined into one single class of shares subject to the completion of the Listing. Following the combination of the share classes, each Share in the Company will carry one vote at the Company's general meeting. The EGM further authorized the Board of Directors to, among other, issue new shares to current shareholders in relation to their holdings without consideration (the "Share Split"). The pre-IPO number of Shares in this announcement means the Company's Shares after the share class combination and the Share Split.
     
  • Before the IPO, EQT holds approximately 79.7 per cent of the Shares and 80.6 of the votes. EQT would hold approximately 15.8 per cent of the Shares and the votes in the Company immediately after the IPO assuming that EQT sells 59,614,666 Sale Shares and that a maximum number of the New Shares are offered and subscribed for in the IPO (including Over-Allotment Option of 10,949,196 Additional Shares and assuming that EQT would not decide to increase the number of Sale Shares). EQT would hold approximately 11.3 per cent of the Shares and the votes in the Company immediately after the IPO assuming that EQT sells 59,614,666 Sale Shares and that a maximum number of the New Shares are offered and subscribed for in the IPO (including Over-Allotment Option of 11,717,560 Additional Shares and assuming that EQT would decide to increase the number of the Sale Share by 5,122,433 Sale Shares).
     
  • The Company and the Selling Shareholders have appointed Carnegie Investment Bank AB ("Carnegie"), Morgan Stanley & Co. International plc ("Morgan Stanley") and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch ("SEB") to 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 IPO (the Joint Global Coordinators and the Joint Bookrunners together, the "Managers", and each individually, a "Manager"). Lazard & Co., Limited is the financial advisor to the Company in the contemplated IPO. Hannes Snellman Attorneys Ltd and Kirkland & Ellis International LLP act as the legal advisers to the Company in the Listing. Borenius Attorneys Ltd and Shearman & Sterling (London) LLP act as the legal advisers to the Managers.
     
  • In the event of oversubscription, EQT and SEB (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 Shares on the Helsinki Stock Exchange (which period is estimated to occur between October 11, 2017 and November 9, 2017 (the "Stabilization Period")), to purchase or to procure purchasers for a maximum of 10,949,196 additional Shares (assuming that EQT would not decide to increase the number of Sale Shares) or a maximum of 11,717,560 additional Shares (assuming that EQT would decide to increase the number of Sale Shares by 5,122,433 Sale Shares) (the "Additional Shares") solely to cover over-allotments (the "Over-Allotment Option"). The Additional Shares represent approximately 10.0 percent of the Shares and votes before the IPO and approximately 9.1 percent after the IPO assuming that a maximum number of New Shares are offered and subscribed for in the IPO. However, the Additional Shares always represent no more than 15 percent of the total number of New Shares and Sale Share  
     
  • In the Public Offering, preliminarily a maximum of 4,000,000 Offer Shares would be offered and in the Institutional Offering, preliminarily a maximum of 68,394,643 Offer Shares would be offered (without the Over-Allotment Option and excluding the 5,122,433 Sale Shares, which may be sold in addition to the preliminary maximum number of Sale Shares by a decision of EQT). In the Personnel Offering, preliminarily a maximum of 120,000 New Shares and, in the event of an oversubscription, a maximum of 480,000 additional New Shares would be offered.
     
  • The subscription period for the Public Offering is expected to commence on September 28, 2017 at 10 am (Finnish time) and to end at the latest on October 6, 2017 at 4 pm (Finnish time).
     
  • The subscription period for the Institutional Offering is expected to commence on September 28, 2017 at 10 am (Finnish time) and to end at the latest on October 10, 2017 at 12 noon (Finnish time).
     
  • The subscription period for the Personnel Offering is expected to commence on September 28, 2017 at 10 am (Finnish time) and to end at the latest on October 6, 2017 at 4 pm (Finnish time).
     
  • Trading in the Shares is expected to commence on the Prelist of the Helsinki Stock Exchange on or about October 11, 2017 and on the Official List of the Helsinki Stock Exchange on or about October 13, 2017 under the share trading code "TTALO".

Yrjö Närhinen, CEO of Terveystalo comments:

"Terveystalo has demonstrated a strong track record of growth in recent years - we are the largest private healthcare provider in Finland based on revenue and the number of clinics. The contemplated listing is a great opportunity for us to fortify our shareholder base in Finland and to strengthen our prerequisites for continued profitable growth. We also want to remain at the forefront of measuring the impact of treatment and publishing of results of medical quality in Finland as well as digital services. Our quality- and customer-centric business model is both a pride and a competitive advantage for us: our target is to be a forerunner in Finnish healthcare."

Background and reasons for the IPO

The objective of the contemplated IPO and Listing is to improve the Company's ability to successfully pursue its strategy and invest in its business in order to remain at the forefront of developing the standards of the quality and impact of treatment and publishing of results of medical quality in Finland, which the Company expects to drive long-term growth for the Company. The contemplated IPO and Listing would serve to increase the general interest towards the Company and awareness of the Company with investors, business partners and customers, enhance the Company's ability to attract and retain key management and employees, provide the Company an access to capital markets and broaden the ownership base in the Company. The IPO and Listing also enable the Selling Shareholders to partially monetize their holding, and allow for a liquid market for the Shares going forward.

The net proceeds from the IPO are expected to be used toward a partial repayment of some of the existing loans of the Company. The Company estimates additionally that the funds raised through the Share Issue will enable increasing financial flexibility for the Company to pursue growth opportunities in accordance with its strategy, including acquisitions, organic expansion and reorganization of its units and equipment, as well as their capital expenditure.

The Listing and publication of the Finnish prospectus

The Shares have not been subject to trading on a regulated market prior to the execution of the IPO. The Company will submit a listing application to the Helsinki Stock Exchange to list the Shares on the Official List of the Helsinki Stock Exchange. Trading in the Shares is expected to commence on the Prelist of the Helsinki Stock Exchange on or about October 11, 2017 and on the Official List of the Helsinki Stock Exchange on or about October 13, 2017.

The Company has submitted a Finnish language prospectus ("Finnish Prospectus") for approval by the Finnish Financial Supervisory Authority. The Finnish Prospectus is expected to be approved on or about September 27, 2017. The Finnish Prospectus and the Finnish language marketing brochure will be available no later than September 28, 2017 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 Finnish Prospectus will be available on or about September 28, 2017 at SEB's Helsinki office located at Eteläesplanadi 18, FI-00130 Helsinki, Finland and at the website of SEB at www.seb.fi, at the offices of cooperative banks belonging to the OP Financial Group and at 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 will be available on or about September 29, 2017 at the website of SEB at www.seb.fi.

Further information on the IPO and places of subscription is available on www.terveystalo.com/IPO, www.seb.fi and www.op.fi/merkinta as well as at SEB's Helsinki office and at the offices of cooperative banks belonging to the OP Financial Group.

Important dates

The subscription period for the IPO commences September 28, 2017 at 10:00 a.m. (Finnish time)
The option to discontinue the Institutional Offering and Public Offering commences October 5, 2017 at 4:00 p.m. (Finnish time)
The option to discontinue the Personnel Offering commences October 5, 2017 at 4:00 p.m. (Finnish time)
The subscription period for the Public Offering ends October 6, 2017 at 4:00 p.m. (Finnish time)
The subscription period for the Personnel Offering ends October 6, 2017 at 4:00 p.m. (Finnish time)
The subscription period for the Institutional Offering ends October 10, 2017 at 12:00 noon (Finnish time)
Announcement of the preliminary results of the IPO October 10, 2017 (estimate)
Announcement of the final results of the IPO October 11, 2017 (estimate)
The Offer Shares offered in the Public Offering and Personnel Offering are registered in the book-entry accounts of the investors October 11, 2017 (estimate)
Trading in the Shares commences on the Prelist of the Helsinki Stock Exchange October 11, 2017 (estimate)
The Offer Shares offered in the Institutional Offering are ready to be delivered upon payment through Euroclear Finland October 13, 2017 (estimate)
Trading in the Shares commences on the Official List of the Helsinki Stock Exchange October 13, 2017 (estimate)

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.

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

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 Oy (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.

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