Suomen Hoivatilat Oyj
Stock exchange release 24 March 2017 at 8.00 am
The result of Suomen Hoivatilat Oyj`s directed offering of preliminarily up to 3.5 million new shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
The result of Suomen Hoivatilat Oyj`s directed offering of preliminarily up to 3.5 million new shares
Suomen Hoivatilat Oyj ("Hoivatilat" or the "Company") announces the result of the offering (the "Offering") of preliminarily up to 3.5 million new shares (the "Offer Shares") directed to Finnish and international institutional investors. The Company announced the launching of the Offering in a stock exchange release published on 23 March 2017. Hoivatilat reserved the right of issuing a higher number of Offer Shares issued in the Offering than the planned preliminary maximum number of Offer Shares.
Hoivatilat`s board of directors resolved on 23 March 2017 to issue in the Offering up to 4,500,000 new Offer Shares at a subscription price of EUR 7.00. The subscription price per Offer Share was approximately 3.4 percent lower than the last closing price of the Company`s share on the official list of Nasdaq Helsinki Ltd prior to the Offering. The Offer Shares will be paid on or about 28 March 2017. The subscription price of the Offer Shares, being EUR 31.5 million in aggregate, will be recorded in its entirety in the unrestricted equity reserve. The Offer Shares represent approximately 21.6 per cent of all the shares prior to the Offering and approximately 17.8 per cent of all the shares following the Offering.
The Offering was carried out based on offers received in an accelerated bookbuilding. The Offering was carried out based on the authorisation given by Hoivatilat`s annual general meeting to the board of directors on 23 February 2017. Based on the authorisation, the board of directors was authorised to resolve on issuing up to 10,000,000 shares. Skandinaviska Enskilda Banken is acting as the Sole Bookrunner of the Offering.
The Offer Shares to be issued in the Offering are new Hoivatilat shares that are equivalent to the existing share class of Hoivatilat. The Offer Shares issued in the Offering will be registered in the Trade Register maintained by the Finnish Patent and Registration Office on or about 28 March 2017 with the same class as the other Shares of the Company. The ISIN code of the Shares (including the Offer Shares) is FI4000148648. The Offer Shares are expected to be ready for delivery to the investors against payment through Euroclear Finland Ltd on or about 29 March 2017.
Hoivatilat intends to make as soon as practicably possible an application for the admission into trading of the Offer Shares on the official list of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange"). The Offer Shares will be admitted to trading on the official list of the Helsinki Stock Exchange together with the Company`s existing shares on or about 29 March 2017 under the trading symbol HOIVA, provided that the Helsinki Stock Exchange approves the listing application in respect of the Offer Shares and that the Finnish Financial Supervisory Authority approves a listing prospectus in respect of the Offer Shares. Hoivatilat intends to publish a listing prospectus in respect of the Offer Shares prior to the Offer Shares being admitted to trading on the official list of the Helsinki Stock Exchange
Hoivatilat`s CEO Jussi Karjula comments on the Offering: "I am very pleased with the result of the Offering. We obtained a gross amount of EUR 31.5 million in new growth financing, which we will primarily use towards implementing our already agreed property projects and projects in respect of which agreements are made during the years 2017-2018. The growth financing now obtained forms an important part of enabling the implementation of the Company`s planned growth. Our shareholder base grew with a significant increase in both Finnish and international institutional investors. The Company`s board of directors and management thoroughly considered the way of implementing of the offer. In our assessment, through the selected implementation we reach an end result serving the interests of the Company and all of its shareholders in the best way possible. The conditions for continued growth and shareholder value generation are excellent thanks to the successful Offering and the widened shareholder base."
Advisors
Skandinaviska Enskilda Banken is acting as the Sole Bookrunner of the Offering. Krogerus Attorneys Ltd is acting as legal advisor to the Company in the Offering. Roschier Attorneys Ltd is acting as legal advisor to the Sole Bookrunner in the Offering.
Suomen Hoivatilat Oyj
Board of directors
Further information:
Suomen Hoivatilat Oyj
CEO Jussi Karjula, tel.: +358 40 773 4054
Skandinaviska Enskilda Banken
Director Juho Puhakainen, tel.: +358 50 3760 592
Suomen Hoivatilat in brief:
Suomen Hoivatilat Oyj specialises in producing, developing, owning and leasing out nursing homes, day care centres and service blocks. Hoivatilat was founded in 2008, and the company has been working in cooperation with as many as approximately 50 Finnish municipalities and launched over 100 property projects around Finland. The company was listed on the official list of Nasdaq Helsinki Ltd on 1 March 2017.
IMPORTANT INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
The Offering is not intended for the public. This release is not a prospectus and therefore not an offer relating to securities. No offer shall be made in any such jurisdiction in which the offer or participation therein would be unlawful or would require, in addition to any actions pursuant to Finnish law, the preparation of a prospectus, registration or any other action. The Sole Bookrunner is acting exclusively for the Company and no one else connected to the transaction pursuant to this release. The Sole Bookrunner will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the contents of this release or the transaction pursuant to this release.
This release is directed only to (A) persons who are outside the United States of America; (B) (i) persons who are resident in a Member State of the European Economic Area (other than Finland) and are a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measure in each Member State of the European Economic Area); or (ii) persons who are resident in Finland and are a qualified investor (within the meaning of Chapter 3, Section 5 of the Finnish Securities Markets Act (746/2012, as amended, in Finnish: kokenut sijoittaja); and (C) as regards Great Britain, (i) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth companies; and (iii) 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 Offer Shares or requests, offers or agreements relating to the subscription for, purchase of or any other acquisition of such Offer Shares are intended to be made available to Relevant Persons only. No one who is not a Relevant Person shall act on the basis of this release.
This release does not constitute an offer for the sale of securities in the United States. The Offer Shares may not be offered or sold within the United States absent of registration or an exemption under the U.S. Securities Act 1933 (as amended). The Company has not registered and it does not intend to register, any portion of the offering in the United States, and it does not intend to conduct a public offering in the United States.
This release contains forward-looking statements. These forward-looking statements are not based on historical facts, but are statements about future expectations. Statements included in this release which contain expressions "aims", "anticipates", "assumes", "believes", "estimates", "expects", "intends", "may", "plans", "should", and other similar expressions related to the Company or the Offering are examples of such forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements contain information about future results, plans or expectations regarding the Company`s business operations, including its strategy and growth plans and profitability, and the general economic situation. These forward-looking statements are based on current plans, estimates, prospects and expectations. They are based on certain currently valid expectations that may however turn out to be wrong. These forward-looking statements are based on assumptions and they contain several risks and uncertainties. Investors should not rely on these forward-looking statements. Several factors may result in a material deviation of the Company`s actual business outcome or financial standing from the business outcome or financial standing that is indicated or referred to in forward-looking statements. The absence or occurrence of the aforementioned factors may cause a substantial deviation of the Company`s actual business outcome or financial standing from what is directly or indirectly presented or described in the sections, which include forward-looking statements. Because of risks, uncertainties, assumptions and other factors, events described in forward-looking statements may not necessarily occur. Therefore, the accuracy and completeness or the occurrence of the predicted events of the forward-looking statements presented in this release cannot be guaranteed.
This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Suomen Hoivatilat Oyj via GlobeNewswire
HUG#2090331
