Pihlajalinna Oyj - Company Announcement

Pihlajalinna Oyj :The final subscription price in Pihlajalinna's initial public offering has been set at EUR 10.50 per share and Pihlajalinna will issue 5,714,286 new shares in the initial public o...

PIHLAJALINNA PLC STOCK EXCHANGE RELEASE 3 JUNE 2015, 2.30 p.m. EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, HONGKONG, JAPAN, SINGAPORE, SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.

The final subscription price in Pihlajalinna's initial public offering has been
set at EUR 10.50 per share and Pihlajalinna will issue 5,714,286 new shares in
the initial public offering

The Board of Directors of Pihlajalinna Plc ("Pihlajalinna" or "the Company") and
the Sellers (as defined below) have today decided on the completion of the
initial public offering of Pihlajalinna (the "Initial Public Offering"). The
final subscription price of the shares in the Initial Public Offering has been
set at EUR 10.50 per share, corresponding to a market capitalisation of
approximately EUR 201 million immediately following the Initial Public Offering.

The demand in the Initial Public Offering was strong, and the Initial Public
Offering was oversubscribed several times. Pihlajalinna will issue 5,714,286 new
shares (the "Share Issue"), corresponding to approximately 43 per cent of the
total number of the Company's shares outstanding before the offering. In
addition, certain shareholders of the Company (the "Sellers") will sell
1,918,409 shares (the "Share Sale", the Share Issue together with the Share Sale
referred to as the "Initial Public Offering"), assuming full exercise of the
Over-Allotment Option (as defined below). A total of 749,997 shares will be
allocated to private individuals and organisations in Finland (the "Public
Offering") and 6,882,698 shares will be allocated to institutional investors in
Finland and internationally (the "Institutional Offering"), assuming full
exercise of the Over-Allotment Option.

The Company and the Institutional Sellers (as defined below) accept commitments
in the Public Offering in full for up to 100 shares and circa 60% of shares
exceeding this amount. Certain key personnel selling shares in the Initial
Public Offering have subscribed in total of 73,400 shares in the Public Offering
based on subscription undertakings signed upfront and these subscriptions are
accepted in full.

The Company will receive gross proceeds of approximately EUR 60.0 million from
the Initial Public Offering and the Sellers will receive gross proceeds of
approximately EUR 20.1 million assuming full exercise of the Over-Allotment
Option. The total number of the Company's shares will increase to 19,113,146
shares after the shares offered in the Share Issue have been issued.

The shares offered in the Public Offering are recorded in the book-entry
accounts of investors who have made an approved commitment on the first banking
day after the pricing takes place, on 4 June 2015. In the Institutional
Offering, the shares will be ready to be delivered against payment on or about
8 June 2015 through Euroclear.

Participants in the Public Offering will be sent a confirmation of accepted
subscriptions on or about 9 June 2015. Any excess payments made in connection
with the purchase commitments will be returned to investors on or about 9 June
2015. If the investor's bank account is in a different financial institution to
the subscription place, the refund will be paid into a Finnish bank account in
accordance with the payment schedule of the financial institutions, on or about
two banking days later.

The trading of Pihlajalinna shares is expected to commence on the pre-list list
of NASDAQ OMX Helsinki Ltd ("Helsinki Stock Exchange") on or about 4 June 2015
and on the official list on or about 8 June 2015.

In the event of an oversubscription, the Institutional Sellers (Sentica Buyout
III Ky and Sentica Buyout III Co-Investment Ky) and Danske Bank A/S, Helsinki
Branch ("Danske Bank" or the "Lead Manager") may agree on granting the Lead
Manager an over-allotment option exercisable within 30 days from the publication
of the final subscription price to purchase or to procure purchasers for up to
978,000 additional shares solely to cover over-allotments (the "Over-Allotment
Option"). The Over-Allotment Option shares correspond to approximately 7 per
cent of the Company's shares and votes before the Initial Public Offering and
approximately 5 per cent after the Initial Public Offering.

Danske Bank may, within 30 days of the publication of the final subscription
price, first on the prelist and later on the official list of the Helsinki Stock
Exchange,  engage in measures that stabilise, maintain or otherwise affect the
price of the shares. Any stabilisation measures will be conducted in accordance
with the European Commission Regulation (EC) No 2273/2003 implementing Directive
2003/6/EC of the European Parliament and of the Council as regards exemptions
for buyback programs and stabilisation of financial instruments. Danske Bank may
enter into a share lending agreement with the Institutional Sellers related to
the Over-Allotment Option and stabilisation.

Danske Bank acts as the lead manager of the Initial Public Offering.

Further enquiries

Terhi  Kivinen,  SVP  Communications,  Marketing  and IR, Pihlajalinna Plc, Tel.
+358 40 848 4001
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.

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