Pihlajalinna announces the preliminary price range for its planned initial public offering
(Thomson Reuters ONE) -
PIHLAJALINNA OY COMPANY RELEASE 22 MAY 2015, 1.30 p.m. EET
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Pihlajalinna announces the preliminary price range for its planned initial
public offering
Pihlajalinna Oy ("Pihlajalinna" or "the Company"), one of the leading private
social and healthcare service providers in Finland, announces the price range
for the share issue and sale related to the planned initial public offering (the
"Initial Public Offering" or the "IPO") of its shares. The Company announced on
4 May 2015 that it is planning an initial public offering on the Official List
of NASDAQ OMX Helsinki Ltd ("Nasdaq Helsinki"). With the authorisation given by
the Extraordinary General Meeting of the Company today on 22 May 2015, the
Company's Board of Directors has decided on the Initial Public Offering and the
making of the listing application.
The IPO in brief
* The preliminary price range in the IPO is EUR 9.00-10.75 per share (the
"Preliminary Price Range").
* In the planned IPO:
* The Company offers for subscription (the "Share Issue") and certain
shareholders of the Company (the "Sellers") offer for purchase (the
"Share sale") preliminarily a maximum of 7,607,076 Company Shares (the
"Shares").
* The Company offers a maximum of 6,666,667 newly issued Shares (the
"Issue Shares") for subscription. The Company aims to generate gross
proceeds of approximately EUR 60 million through the Share Issue. To
achieve this goal, it may change the number of shares offered in the
Share Issue within the limits of these terms and conditions.
* The Sellers offer a maximum of 940,409 existing Shares for purchase (the
"Sale Shares", the Issue Shares together with the Sale Shares referred
to as the "Offer Shares").
* A maximum of 500,000 Shares are preliminarily offered to private
individuals and organisations in Finland (the "Public Offering") and
preliminarily a maximum of 7,107,076 Shares are offered to Finnish and
international institutional investors (the "Institutional Offering") .
* Sentica BuyOut III Ky and Sentica BuyOut III Co-Investment Ky (together,
the "Institutional Sellers") and Danske Bank A/S, Helsinki Branch (the
"Lead Manager") may agree that the Lead Manager will have the right to
subscribe for a maximum of 978,000 additional Shares to cover over-
allotment (the "Over-Allotment Option"). The over-allotment option
shares correspond to approximately 7 per cent of the Shares and votes
before the Initial Public Offering and approximately 5 per cent after
the Initial Public Offering, assuming that all Issue Shares
preliminarily offered for subscription and purchase are subscribed for.
* LähiTapiola Keskinäinen Vakuutusyhtiö as well as LähiTapiola Keskinäinen
Henkivakuutusyhtiö have provided subscription undertakings according to
which they undertake, subject to certain conditions, to subscribe for
Offer Shares at least in the amount of 6.3 million euros.
* The Preliminary Price Range implies a market capitalisation of the Company
of approximately EUR 181-204 million.
* Based on the Preliminary Price Range, and assuming that Issue Shares
corresponding to gross proceeds of EUR 60 million are subscribed for in the
Share Issue, that the maximum amount of Sale Shares are sold in the Share
Sale, and that the Over-Allotment Option is exercised in full, the IPO is
valued at approximately EUR 77-81 million
* Assuming that all Issue Shares are subscribed for in the Share Issue, the
number of the Company's Shares can increase to a maximum of 20,065,527
shares.
* The subscription period for the Public Offering will commence on 25 May
2015 at 10:00am EET and end at the latest on 2 June 2015 at 4:00pm EET.
* The subscription period for the Institutional Offering will commence on 25
May 2015 at 10:00am EET and end at the latest on 4 June 2015 at 12:00pm EET.
* The first day of trading on the pre-list of Nasdaq Helsinki is expected to
be 5 June 2015 and the shares will trade under the symbol "PIHLIS".
Mikko Wirén, CEO of Pihlajalinna:
"The listing will support our growth strategy and further increase the Company's
recognition. The IPO would give us the opportunity to continue expanding our
operations as a long-term domestic social and healthcare services provider also
in the future. I believe that we have good prerequisites to continue the
profitable growth, in line with our strategy, to become a leading nationwide
social and healthcare service providers, and simultaneously ensure that high
quality healthcare services are at the reach of every Finnish citizen also in
the future."
Mika Uotila, Chairman of Pihlajalinna's Board of Directors and Managing Director
of Sentica Partners:
"We firmly believe in the Company's future, and thus will remain a significant
shareholder of the Company also after the listing. The Company's operations are
based on an attractive market, high quality services and innovative service
provision models, and we believe that the IPO supports the company's target to
become a leading nationwide social and healthcare service provider in Finland.
We are proud of the Company's success and wish to offer new shareholders of
Pihlajalinna the chance to be part of the Company's development going forward."
Background and reasons for the IPO
Pihlajalinna is one of the leading private social and healthcare services
providers in Finland. The Company provides social and healthcare services for
households, companies, insurance companies and public sector entities in private
clinics, health centres, dental clinics, hospitals and care homes around
Finland.
The Pihlajalinna Group has experienced strong growth throughout its history, and
its goal is to grow profitably into a leading nationwide healthcare and social
care operator in Finland. As a part of its growth strategy, the Company aims to
grow to become a nationwide provider of private clinic and occupational
healthcare services with particular focus on university cities and significant
regional centres. In primary healthcare and social care services the goal is to
carefully expand and strengthen market share in selected geographical areas. The
Company's goal of growing into a leading nationwide healthcare and social
operator requires investments in the development of operations.
The Company's management estimates that the proceeds received from the Initial
Public Offering ensure a sufficient share of own funding for Pihlajalinna to
finance the Company's most important strategic growth initiatives in the future.
The proceeds from the IPO are indented to be used for strengthening the
Company's balance sheet by repaying the Company's bank loans, carrying out
significant acquisitions and establishing new units to implement the Company's
growth strategy.
The public listing of the shares is expected to improve the Company's ability to
use its own shares for funding strategic acquisitions. In addition, the public
listing is expected to improve awareness of the Company among the present and
potential customers, cooperation partners and employees. Improved awareness
supports the Company's business both in the private and public sector. Private
persons tend to prefer the services of well-known operators, and the public
sector is more eager to sign cooperation agreements with large and financially
solid companies. The Initial Public Offering widens Pihlajalinna's ownership
base with both domestic and international investors, and increases the relative
amount of shareholders who are independent of the Company, thus supporting free
market price formation for the Share. Furthermore, the Offering provides the
present shareholders with an opportunity to trade their shares on market terms.
About the IPO
In the Initial Public Offering, the Company and the Sellers offer preliminarily
a maximum of 7,607,076 Shares for subscription and purchase, of which (i) a
maximum of 500,000 Shares are preliminarily offered to private individuals and
organisations in Finland, and (ii) 7,107,076 Shares are offered to Finnish and
international institutional investors.
The Preliminary Price Range in the IPO is EUR 9.00-10.75 per share. The final
subscription price ("the Final Subscription Price") for the Shares will be
decided after the subscription period on or about 4 June 2015. The Final
Subscription Price may be above or below the Preliminary Price Range provided,
however, that in the Public Offering, the Final Subscription Price cannot be
higher than the maximum price of the Preliminary Price Range, i.e. EUR 10.75 per
Share.
In the event of an oversubscription, the Institutional Sellers and the Lead
Manager may agree that the Institutional Sellers grant Danske Bank an over-
allotment option exercisable within 30 days from the publication of the
Subscription Price, to purchase for or to procure purchasers for up to 978,000
additional Shares, that correspond to approximately 7 per cent of the Shares and
votes before the Initial Public Offering and approximately 5 per cent after the
Initial Public Offering, assuming that all Issue Shares preliminarily offered in
the Initial Public Offering are fully subscribed for (the "Over-Allotment
Option").
Danske Bank A/S, Helsinki Branch is acting as Lead Manager in the IPO.
Preliminary timetable of the Initial Public offering and listing (all times are
Finnish time)
* Expected approval of prospectus (on or about): 22 May 2015
* Subscription period for the Institutional 25 May 2015 at 10:00 a.m.
Offering will commence:
* Subscription period for the Public Offering will 25 May 2015 at 10:00 a.m.
commence:
* Share Offering and Share Sale may be 1 June 2015 at 4:00 p.m.
discontinued not earlier than:
* The subscription period for the Public Offering 2 June 2015 at 4:00 p.m.
will end:
* Listing application expected to be submitted to 3 June 2015
Nasdaq Helsinki:
* The subscription period for the Institutional 4 June 2015 at 12:00 p.m.
Offering will end:
* Announcement of the Final Subscription Price 4 June 2015
(estimate):
* First day of trading (estimate): 5 June 2015
Listing
Before the listing, the Shares have not been subject to trading on a regulated
market. The Company will make an application for the Shares to be listed on the
official list of Nasdaq Helsinki. Trading of the Shares on the pre-list of the
Nasdaq Helsinki is expected to commence on or about 5 June 2015 and on the
official list of the Nasdaq Helsinki on or about 9 June 2015. The shares will
trade under the symbol "PIHLIS".
Prospectus
The Company has submitted a prospectus for approval with the Finnish Financial
Supervisory Authority. The prospectus is expected to be approved on or about 22
May 2015. The prospectus and a Finnish language marketing brochure will be
available in electronic format on the website of Pihlajalinna
(investors.pihlajalinna-konserni.fi) no later than 25 May 2015 before the start
of the offer period. The prospectus and marketing brochure are expected to be
available no later than 25 May 2015 and can be obtained from the offices of
Pihlajalinna (Kehräsaari, 33200 Tampere), from the branch offices of Danske
Bank, and from Nasdaq Helsinki (Fabianinkatu 14, 00100 Helsinki).
Further information on the IPO, including places of subscription, can be
obtained from investors.pihlajalinna-konserni.fi, www.danskebank.fi, and from
the branch offices of Danske Bank.
About Pihlajalinna
Pihlajalinna is one of the leading private social and healthcare services
providers in Finland. The Company provides social and healthcare services for
households, companies, insurance companies and public sector entities in private
clinics, health centres, dental clinics and hospitals around Finland.
Pihlajalinna provides general practitioner and specialised care services,
including emergency and on-call services, a wide range of surgical services as
well as occupational healthcare and dental care services, in private clinics and
hospitals operating under the Dextra brand. Under the Pihlajalinna brand the
Company, in cooperation with the public sector, offers social and healthcare
service provision models to public sector entities with the aim of providing
high quality services for public pay healthcare customers.
For more information about Pihlajalinna, please visit www.pihlajalinna-
konserni.fi.
Further enquiries
Mikko Wirén, CEO, Pihlajalinna Oy, Tel. +358 50 322 0927, (on Friday 22 May
between 12:30 p.m. and 1:30 p.m. and between 3:30 p.m. and 4:30 p.m.), and
Terhi Kivinen, SVP Communications, Marketing and IR, Pihlajalinna Oy, Tel.
+358 40 848 4001
Interview requests can be appointed also to Tel. +358 40 506 4612
Disclaimer
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States. These written materials do
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 offering 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 offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
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. 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 any
Member State of the European Economic Area other than Finland. With respect to
each Member State of the European Economic Area other than Finland and which has
implemented the Prospectus Directive (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 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 an "offer of securities to the public" means the communication in any
form and by any means of sufficient information on the terms of the offer and
the securities to be offered so as to enable an investor to decide to exercise,
purchase or subscribe the securities, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member State
and the expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.
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") or (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.
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Pihlajalinna Oy via GlobeNewswire
[HUG#1923411]
Unternehmensinformation / Kurzprofil:
Datum: 22.05.2015 - 12:30 Uhr
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News-ID 395318
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