The IPO of Terveystalo Plc has been oversubscribed and the listing will be completed as planned
|TERVEYSTALO PLC||STOCK EXCHANGE RELEASE||October 10, 2017 at 3:00 p.m.|
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.
The IPO of Terveystalo Plc has been oversubscribed and the listing will be completed as planned
The Board of Directors of Terveystalo Plc ("Terveystalo" or the "Company") has today decided together with the Selling Shareholders (as defined below) on the completion of the Offering (as defined below). The subscription price for the Offer Shares (as defined below) was EUR 9.76 per share in the Institutional Offering and the Public Offering (as defined below), and EUR 8.79 per share in the Personnel Offering (as defined below), which in total corresponds to a market capitalization of the Company of approximately EUR 1,250 million immediately following the Offering. Demand from Finnish and international investors was strong in the Offering and the Offering was multiple times oversubscribed. Trading of the Company's shares is expected to commence on the prelist of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") on or about October 11, 2017.
Terveystalo will issue in the share issue (the "Share Issue") a total of 10,281,249 new shares in the Company (the "New Shares"), corresponding to approximately 8.0 percent of the Company's shares and votes after 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 certain other existing shareholders in the Company (together with EQT, the "Selling Shareholders") are offering existing shares in the Company (the "Sale Shares") for sale (the "Share Sale", and together with the Share Issue the "Offering"). EQT has decided, in accordance with the terms and conditions of the Offering, to increase the number of Sale Shares by 5,122,433 Sale Shares, due to which the total number of Sale Shares is 67,811,543. Unless the context indicates otherwise, the New Shares, the Sale Shares and the Additional Shares (as defined below) are referred to together herein as the "Offer Shares".
4,000,000 Offer Shares will be allocated to private individuals and entities in Finland (the ''Public Offering'') and 85,451,054 Offer Shares will be allocated in private placements to institutional investors in Finland and internationally including in the United States of America (the ''United States'') to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act of 1933 (as amended, the ''U.S. Securities Act'') (the "Institutional Offering"), assuming the full exercise of the Over-Allotment Option (as defined below). All offers and sales outside the United States have been made in offshore transactions in compliance with Regulation S under the U.S. Securities Act. The commitments given in the Public Offering will be accepted in full for up to 100 Offer Shares and for approximately 41.8 percent of the subscription commitments exceeding this amount. The commitments given in the Public Offering by persons working in the Company as healthcare professionals under a private practitioner agreement will be accepted in full for up to 10,000 Offer Shares and for approximately 41.8 percent of the subscription commitments exceeding this amount.
Terveystalo will issue 355,656 New Shares to permanent employees of the Company or its wholly owned subsidiaries in Finland during the subscription period and the members of the Board of Directors of Terveystalo (the "Personnel Offering"). The subscription price per share in the Personnel Offering was ten percent lower than the subscription price in the Institutional Offering and the Public Offering, i.e. EUR 8.79. Due to oversubscription, the Board of Directors of the Company has decided to increase the number of the New Shares to be offered in the Personnel Offering from the preliminary maximum of 120,000 New Shares to the above-mentioned 355,656 New Shares. The commitments given in the Personnel Offering will be accepted in full.
The Company will receive gross proceeds of approximately EUR 100 million from the Offering, and the Selling Shareholders will receive gross proceeds of approximately EUR 776 million assuming that all Sale Shares are sold and that the Over-Allotment Option is fully exercised. The total number of the Company's outstanding shares amounts to 128,036,531 shares after the completion of the share class combination and the issuance of shares without payment in proportion to shareholdings (share split) in connection with the Listing (as defined below) and the registration of the New Shares with the Trade Register (on or about October 11, 2017). The total number of shareholders will increase to over 12,000 shareholders after the Offering.
Offer Shares issued in the Public Offering and the Personnel Offering will be recorded on or about October 11, 2017 in the book-entry accounts of investors who have made an approved commitment. In the Institutional Offering, the Offer Shares will be ready to be delivered against payment on or about October 13, 2017 at the latest through Euroclear Finland Ltd.
A confirmation letter regarding the approval of the commitments and allocation of the Offer Shares will be sent as soon as possible and on or about October 17, 2017 at the latest to all investors who have submitted their commitments in the Public Offering and the Personnel Offering. Any excess payments made in connection with the commitments will be refunded to investors' bank accounts approximately five (5) business days after the decision on the completion of the Offering took place (i.e. on or about October 17, 2017). If an investor's bank account is in a different bank than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter.
Trading of the Company's shares is expected to commence on the prelist of the Helsinki Stock Exchange on or about October 11, 2017 and on the official list on or about October 13, 2017 (the "Listing"). The share trading code of the shares is "TTALO" and ISIN code FI4000252127.
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 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 11,713,918 additional shares (the "Additional Shares") solely to cover over-allotments (the "Over-Allotment Option"). The Additional Shares represent approximately 9.1 percent of the Company's shares and votes after the Offering.
Within the Stabilization Period, the Stabilizing Manager may, but is not obligated to, engage in measures which stabilize, maintain or otherwise affect the price of the Company's shares. Any stabilization measures will be conducted in accordance with Regulation (EU) No. 596/2014 of the European Parliament and of the Council on market abuse (the "Market Abuse Regulation") and the Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures. The Stabilizing Manager and EQT may sign a share lending agreement in connection with the Listing related to the settlement and stabilization.
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 and OP Corporate Bank plc as the joint bookrunners (the "Joint Bookrunners") for the Offering (the Joint Global Coordinators and the Joint Bookrunners together, the "Managers"). Lazard & Co., Limited is the financial advisor to the Company in connection with the Offering. Hannes Snellman Attorneys Ltd and Kirkland & Ellis International LLP are acting as legal advisers to the Company. Borenius Attorneys Ltd and Shearman & Sterling (London) LLP are acting as legal advisers to the Managers.
Yrjö Närhinen, CEO of Terveystalo, comments:
"I am very happy and satisfied with the great investor interest towards Terveystalo's IPO. Terveystalo is a leading private healthcare service provider in Finland, and the initial public offering, together with our nationwide network and customer-centric service offering, gives us even better prerequisites to carry out our growth strategy. I would like to thank all of the new shareholders for your trust in private healthcare and Terveystalo. We continue from here with our determined work towards building the healthcare services and healthcare system of the future for the benefit of our customers and the society."
Åsa Riisberg, Member of the Board of the Directors of Terveystalo, Partner at EQT Partners, Head of EQT's global Healthcare-sector and Investment Advisor to EQT funds, comments:
"Terveystalo's investments during EQT's ownership into medical quality, customer experience and digital healthcare solutions have resonated very well with investors. EQT VI is pleased to welcome the new shareholders to the Company and we are convinced that the new, quality shareholder base will continue to support Terveystalo in a long-term, sustainable manner for the continued successful execution of its strategy."
Vesa Koskinen, Member of the Board of Directors of Terveystalo, Partner at EQT Partners, Head of EQT in Finland, Head of EQT's global Services-sector and Investment Advisor to EQT funds, adds:
"The strong level of interest in the IPO from both local Finnish investors as well as the broader international investor community is very impressive. We are proud of the work done by Terveystalo's committed employees and the Board of Directors over the last few years in developing the company from good-to-great, in line with EQT's investment philosophy. Today Terveystalo stands strongly positioned for the next stage in its development, together with its new, broadened base of shareholders."
Yrjö Närhinen, CEO, Terveystalo
Susanna Kinnari, SVP Communications, Marketing and Brand, Terveystalo
Tel. +358 (50) 5458333
Kati Kaksonen, Director, Investor Relations & Finance Communications, Terveystalo
Tel. +358 (50) 3931561
Nasdaq Helsinki Ltd
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.
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 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 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 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 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, 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 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.