2023-03-20 15:35:00 CET

2023-03-20 15:35:06 CET


REGULATED INFORMATION

English
Pihlajalinna Oyj - Other information disclosed according to the rules of the Exchange

Pihlajalinna issues EUR 20 million hybrid capital securities


Pihlajalinna Plc                   Stock Exchange Release                20
March 2023 at 16:35
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE
OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL
Pihlajalinna issues EUR 20 million hybrid capital securities
Pihlajalinna Plc (“Pihlajalinna”) issues EUR 20 million hybrid capital
securities (the “Capital Securities”). The Capital Securities will bear fixed
interest rate of 12.00 percent per annum until 27 March 2026 (“Reset Date”), and
from the Reset Date a floating interest rate as defined in the terms and
conditions of the Capital Securities. The Capital Securities do not have a
specified maturity date, and Pihlajalinna is not under any obligation to repay,
repurchase or redeem the Capital Securities on the Reset Date. Pihlajalinna is
entitled to redeem the Capital Securities on the Reset Date and thereafter on
each interest payment date.  The issue date for the Capital Securities is 27
March 2023. The net proceeds from the Capital Securities will be used for the
repayment of drawings under Pihlajalinna's existing revolving credit facility
and for general corporate purposes.
“I am very pleased with the investor demand for this transaction despite the
exceptional market conditions. I want to thank the investors for their trust in
Pihlajalinna. The transaction supports the company's capital structure and
strategy execution”, says Mikko Wirén, interim CEO of Pihlajalinna.
The Capital Securities are instruments that are subordinated to the company's
other debt obligations and will be treated as equity in Pihlajalinna's IFRS
consolidated financial statements. The Capital Securities do not confer to its
holders the rights of a shareholder and do not dilute the holdings of the
current shareholders. Danske Bank A/S acts as the lead manager for the issuance
of the Capital Securities. Borenius Attorneys Ltd acts as transaction counsel.
Nordhaven Corporate Finance Oy acts as financial advisor for Pihlajalinna.
Pihlajalinna Plc
Further Information:
Mikko Wirén, interim CEO, mikko.wiren@pihlajalinna.fi
Tarja Rantala, CFO, +358 40 774 9290, tarja.rantala@pihlajalinna.fi

Distribution:
Nasdaq Helsinki
Major media
investors.pihlajalinna.fi
Pihlajalinna in brief
Pihlajalinna is one of the leading providers of private healthcare and wellbeing
services in Finland. The Group produces doctor's appointment services and
specialised care, occupational healthcare and oral healthcare services, and
residential and welfare services. To public entities Pihlajalinna offers social
and healthcare service production models, in which the cooperation between the
public and private sectors guarantees high-quality services for citizens. In
2022, Pihlajalinna's revenue was 690.5 million euros and the number of personnel
over 7,000. Pihlajalinna's shares are listed on Nasdaq Helsinki Oy. Read more
www.pihlajalinna.fi.
IMPORTANT INFORMATION
Offer and Distribution Restrictions

The information contained herein is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South
Africa or any other countries or otherwise in such circumstances in which the
release, publication or distribution would be unlawful. The information
contained herein does not constitute the solicitation of an offer to buy, nor
shall there be any sale of, the Capital Securities 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. Persons into whose possession this announcement may come are
required to inform themselves of and observe all such restrictions. None of the
company and the lead manager or their respective representatives accept any
legal responsibility for any violation by any person, whether or not the persons
contemplating investing in or divesting the company's securities, including the
Capital Securities, are aware of such restrictions.
United States

The Capital Securities have not been and will not be registered under the U.S.
Securities Act of 1933 (as amended, the “U.S. Securities Act”), or under the
securities laws of any state or other jurisdiction of the United States. The
Capital Securities may not be offered, sold, pledged or otherwise transferred
directly or indirectly within the United States or to, or for the account or
benefit of, U.S. Persons (as such terms are defined in Regulation S under the
U.S. Securities Act), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the U.S. Securities Act.
United Kingdom

The Capital Securities are not intended to be offered, sold, or otherwise made
available to and should not be offered, sold, or otherwise made available to any
retail investor in the United Kingdom (“UK”). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”);
or (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made
under the FSMA which were relied on immediately before exit day to implement the
Insurance Distribution Directive, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the EUWA.



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