2015-12-15 07:15:43 CET

2015-12-15 07:15:43 CET


SÄÄNNELTY TIETO

Englanti Suomi
Pihlajalinna Oyj - Company Announcement

Pihlajalinna Oyj:Pihlajalinna and Sentica announce the result of the share issue and sale


Pihlajalinna Oyj Stock Exchange release 15 December 2015 at 8.15 a.m. (EET)

Not for release, publication or distribution, directly or indirectly, in or into
the United States, Australia, Canada, Hong Kong, South Africa or Japan or in any
other jurisdiction in which publication or distribution would be prohibited by
applicable law.

Pihlajalinna and Sentica announce the result of the share issue and sale

Pihlajalinna Plc ("Pihlajalinna" or the "Company") announced on 14 December
2015 that the Company intends to offer up to 1,500,000 new shares in the Company
(the "Shares") to a limited number of institutional investors in an accelerated
book-built offering in deviation from the shareholders' pre-emptive subscription
rights (the "Share Issue").

The Board of Directors of the Company has decided in its meeting on 14 December
2015 to issue 1,500,000 Shares in the Share Issue on the basis of the
authorization granted to it by the Extraordinary General Meeting of the Company
on 14 December 2015 and approved the terms and conditions of the Share Issue.
The Shares offered in the Share Issue correspond approximately to 7.8 per cent
of all the shares and voting rights in Pihlajalinna immediately prior to the
Share Issue. Following the Share Issue, the number of issued and outstanding
shares of the Company will be 20,613,146. The terms and conditions of the Share
Issue are attached to this release. The Board of Directors of the Company has in
its meeting on 14 December 2015 decided to accept subscriptions of the Shares
made in accordance with the terms and conditions of the Share Issue.

The subscription price in the Share Issue was set at EUR 17.00 per Share,
amounting to a total of EUR 25.5 million before commissions and expenses. The
subscription price of the Shares will be recorded in its entirety into the
invested unrestricted equity fund of the Company.

The net proceeds from the Share Issue are intended for financing the
acquisitions of Tampereen Lääkärikeskus Oy, Röntgentutka Oy and Itä-Suomen
Lääkärikeskus Oy announced in December 2015 and other possible acquisitions as
well as for supporting the growth strategy of the Company.

The Shares are expected to be registered in the Finnish Trade Register on or
about 16 December 2015 and trading in the Shares is expected to commence on
Nasdaq Helsinki Ltd on or about 17 December 2015. In connection with the Share
Issue, Pihlajalinna has entered into a lock-up undertaking, under which it has,
subject to certain exceptions, agreed not to issue or sell any shares in
Pihlajalinna for a period ending 90 days after the closing of the Share Issue.

Sentica Buyout III Ky and Sentica Buyout III Co-Investment Ky (together
"Sentica") have announced that they have sold 1,500,000 shares in the Company in
connection to the Share Issue (the "Share Sale"), corresponding approximately to
7.8 per cent of all the shares and votes in Pihlajalinna immediately prior to
the Share Issue. The sale price in the Share Sale was EUR 17.00 per share and
the gross sales proceeds of the Share Sale amounted approximately to EUR 25.5
million. After the Share Sale, Sentica owns 3,535,990 shares in the Company.

In connection with the Share Sale, Sentica has entered into a lock-up
undertaking, under which it has, subject to certain exceptions, agreed not to
issue or sell any shares in Pihlajalinna for a period ending 18 February 2016.

Carnegie Investment Bank AB and Danske Bank A/S, Helsinki Branch are acting as
Joint Lead Managers in the Share Issue and the Share Sale.

Pihlajalinna Oyj

Board of Directors

Mikko Wiren, CEO

Further information

Mikko Wirén, CEO, Pihlajalinna Oyj, 050 322 0927

Mika Uotila, CEO, Sentica Partners Ltd, 040 553 6110

Terhi Kivinen, SVP, Communications, Marketing and IR, Pihlajalinna Oyj,
+358 40 848 4001, terhi.kivinen@pihlajalinna.fi

Distribution

Nasdaq OMX Helsinki

Key media

investors.pihlajalinna-konserni.fi

Disclaimer

Both Carnegie and Danske Bank are acting exclusively for the Company and no one
else and they will not regard any other person (whether or not a recipient of
this release) as their respective clients in relation to the Share Issue.
Carnegie and Danske Bank will not be responsible to anyone other than
Pihlajalinna for providing the protections afforded to their respective clients
and will not give advice in relation to the Share Issue or any transaction or
arrangement referred to herein. Carnegie and Danske Bank assume no
responsibility for the accuracy, completeness or verification of the information
set forth in this release and, accordingly, disclaim, to the fullest extent
permitted by applicable law, any and all liability which they may otherwise be
found to have in respect of this release. Nothing contained in this release is,
or shall be relied upon as, a promise or representation as to the past or the
future.

The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia, Hong
Kong, South Africa or Japan. This release does 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
Share Issue 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 Share Issue are subject to
specific legal or regulatory restrictions in certain jurisdictions. Pihlajalinna
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.

Pihlajalinna has not authorized any offer to the public of securities in any
Member State of the European Economic Area. The securities referred to in this
release 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 "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto).

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) and (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.

TERMS AND CONDITIONS OF THE SHARE ISSUE

The  Board of Directors of Pihlajalinna Oyj  (''Company'') has in its meeting on
December   14, 2015, resolved   to  issue  a  maximum  of  1,500,000 new  shares
(''Shares'')  through  a  directed  share  issue  (''Share  Issue') based on the
authorization  by  the  Company's  Extraordinary  General  Meeting  on  December
14, 2015.

Subscription of Shares

1,500,000 Shares  were  offered  for  subscription  in an accelerated book-built
offering  executed by Carnegie Investment Bank  AB and Danske Bank A/S, Helsinki
Branch on December 14, 2015 to Finnish and international institutional investors
in deviation from the shareholders' pre-emptive subscription right. Based on the
price  formed in the book built offering,  the Board of Directors of the Company
has  together with its  advisers determined those  investors, to whom the Shares
will be offered for subscription.

 Subscription price

The  subscription price formed in the book built offering is EUR 17.00 per Share
(''Subscription  Price''), which according to the understanding of the Company's
Board of Directors corresponds to the fair value of the Shares. The subscription
price  will be  recorded in  its entirety  to the invested non-restricted equity
fund of the Company.

Subscription period and terms of payment

The  subscription period commences on December 14, 2015, at 11 p.m. EET and ends
on December 15, 2015, at 10.00 a.m. EET. The Board of Directors has the right to
extend  the subscription period or to  discontinue it. The subscription of Issue
Shares  will be  made at  the office  of Danske  Bank A/S,  Helsinki Branch. The
subscription  of  the  Shares  will  be  performed  verifiably by delivering the
subscription list to the Board of Directors of the Company.

The Subscription Price must be paid during the subscription period.

Shareholders' rights

The Shares will entitle their holders to a full dividend potentially distributed
by the Company and other shareholder rights in the Company after the Shares have
been registered in the Finnish Trade Register and entered into the shareholders'
register of the Company, on or about December 16, 2015.

Recording  of the  Shares into  the book-entry  account and  the listing  of the
Shares

The  Shares subscribed  for in  the Share  Issue are  being issued as book-entry
securities in the book-entry system operated by Euroclear Finland Oy. The Shares
(ISIN-code  FI4000092556,  trading  name  ''PIHLIS'')  will  be  recorded in the
subscribers'  book-entry accounts, as from the date they have been registered in
the  Finnish Trade Register  on or about  December 16, 2015. Public trading with
the Shares is expected to commence on December 17, 2015.

Reasons for deviating from the pre-emptive right to subscription

There is a weighty financial reason as referred to in the Finnish Companies Act,
Chapter  9, Section 4, to  deviate from  the shareholders'  pre-emptive right to
subscription,  because the costs and risks related  to the Share Issue are lower
than  they would be in a rights issue, the Share Issue is faster to execute than
a  rights issue and in  addition, because through the  Share Issue the Company's
ownership base may be extended and the liquidity of the share promoted.

Other issues

The  Board  of  Directors  of  the  Company  will resolve on the approval of the
executed  share subscriptions in  accordance with these  terms and conditions. A
confirmation  notification of  the accepted  subscriptions will  be sent  to the
subscribers once the subscriptions have been accepted.

The  Board of Directors of the Company will resolve on other matters relating to
the  Share Issue and the practical measures  related thereto. The Share Issue is
governed by Finnish law.







[HUG#1973443]