Suomen Hoivatilat Oyj: Suomen Hoivatilat Oyj launches a directed offering of preliminarily up to 3.5 million new shares

Published: 23. March 2017 at 17:30:00 CET

Suomen Hoivatilat Oyj

Stock exchange release 23 March 2017 at 6.30 pm

Suomen Hoivatilat Oyj launches a 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

Suomen Hoivatilat Oyj launches a directed offering of preliminarily up to 3.5 million new shares

Suomen Hoivatilat Oyj ("Hoivatilat" or the "Company") announces its intention to issue preliminarily up to 3.5 million new shares (the "Offer Shares") in an offering directed to a selected group of Finnish and international institutional investors (the "Offering").

The Offering will be carried out and the number of Offer Shares will be decided, subject to certain conditions, based on offers received in an accelerated bookbuilding. The Offering will be carried out based on the authorisation given by Hoivatilat's annual general meeting to the board of directors on 23 February 2017. The final number of Offer Shares issued in the Offering may be higher than the planned preliminary maximum number of Offer Shares. Skandinaviska Enskilda Banken ("SEB") is acting as the Sole Bookrunner of the Offering.

Hoivatilat and SEB will after the bookbuilding agree on the number of Offer Shares and their subscription price based on the offers given in the accelerated bookbuilding. The result of the Offering will be published in a stock exchange release as soon as practicably possible after the completion of the bookbuilding.

The Offer Shares to be issued in the Offering are new Hoivatilat shares that are equivalent to the existing share class of Hoivatilat. Subject to the completion of the Offering, 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 after the completion of the Offering 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 Offering is completed, 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.

Reasons for the offer and use of proceeds of the Offering

The Company has 34 agreements concerning properties that are in the construction phase or that have not yet been started, corresponding to 32,451 square meters of lettable area, as well as agreements for the purchase of two completed properties, corresponding to 1,010 square meters of lettable area. The need for additional financing based on such agreements was in total EUR 20.5 million prior to the Offering.

The proceeds of the Offering are primarily intended to be used for the financing of the Company's above-mentioned property development projects that are in the construction phase or have not yet been started and the purchase of the said completed properties. The Company intends to use approximately EUR 10 million of the net proceeds sought from the Offering towards the equity financing of the existing projects and EUR 3.3 million towards the repayment of the Company's fixed-term credit limit. The remainder of the net proceeds sought from the Offering are primarily intended to be used towards financing such projects in respect of which agreements are made during the years 2017-2018. The net proceeds of the Offering may also be used for financing the purchase of such completed day care and nursing properties and the acquisition of such companies that meet the Company's investment criteria. In addition, any possible excess net proceeds of the Offering are intended to be used towards the Company's general corporate purposes.

In addition to the proceeds of the Offering, the Company continuously uses debt financing for the completion of its properties. Provided that such debt financing is available to the Company on competitive terms, the Company seeks to have the loan drawn down by the relevant property company.

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

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 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.