Terveystalo Oyj - Other information disclosed according to the rules of the Exchange

The IPO of Terveystalo Plc has been oversubscribed and the listing will be completed as planned

 TERVEYSTALO PLC STOCK EXCHANGE RELEASE October 10, 2017 at 3:00 p.m.



NOT  FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN  WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY,  IN OR INTO AUSTRALIA, CANADA,  THE HONG KONG SPECIAL ADMINISTRATIVE
REGION  OF THE  PEOPLE'S REPUBLIC  OF CHINA,  JAPAN, SOUTH  AFRICA OR THE UNITED
STATES,  OR  ANY  OTHER  JURISDICTION  IN  WHICH  THE  RELEASE,  PUBLICATION  OR
DISTRIBUTION WOULD BE UNLAWFUL.


The  IPO of  Terveystalo Plc  has been  oversubscribed and  the listing  will be
completed as planned


The  Board of Directors of Terveystalo  Plc ("Terveystalo" or the "Company") has
today  decided together with the Selling  Shareholders (as defined below) on the
completion  of the Offering  (as defined below).  The subscription price for the
Offer  Shares (as  defined below)  was EUR  9.76 per share  in the Institutional
Offering  and the Public Offering (as defined  below), and EUR 8.79 per share in
the  Personnel  Offering  (as  defined  below),  which in total corresponds to a
market   capitalization  of  the  Company  of  approximately  EUR  1,250 million
immediately  following  the  Offering.  Demand  from  Finnish  and international
investors  was  strong  in  the  Offering  and  the  Offering was multiple times
oversubscribed.  Trading of the Company's shares  is expected to commence on the
prelist  of  Nasdaq  Helsinki  Ltd  (the  "Helsinki Stock Exchange") on or about
October 11, 2017.


Terveystalo  will  issue  in  the  share  issue  (the  "Share Issue") a total of
10,281,249 new  shares  in  the  Company  (the  "New  Shares"), corresponding to
approximately  8.0 percent of  the Company's  shares and  votes after  the Share
Issue. In addition, Lotta Holding I S.à r.l. ("EQT") (a company ultimately owned
by  the  fund  EQT  VI  managed  by  EQT  VI (General Partner) LP, together with
associated  co-investment vehicles)  and certain  other existing shareholders in
the  Company  (together  with  EQT,  the  "Selling  Shareholders")  are offering
existing  shares in the Company (the "Sale  Shares") for sale (the "Share Sale",
and  together  with  the  Share  Issue  the  "Offering").  EQT  has  decided, in
accordance with the terms and conditions of the Offering, to increase the number
of  Sale Shares by 5,122,433 Sale Shares, due  to which the total number of Sale
Shares  is 67,811,543. Unless the  context indicates otherwise,  the New Shares,
the  Sale Shares and  the Additional Shares  (as defined below)  are referred to
together herein as the "Offer Shares".


4,000,000 Offer  Shares will be allocated to private individuals and entities in
Finland  (the ''Public Offering'') and 85,451,054 Offer Shares will be allocated
in  private placements to institutional investors in Finland and internationally
including  in the United States of  America (the ''United States'') to qualified
institutional  buyers as defined  in Rule 144A under  the U.S. Securities Act of
1933 (as  amended, the ''U.S. Securities  Act'') (the "Institutional Offering"),
assuming  the full exercise of the Over-Allotment Option (as defined below). All
offers  and  sales  outside  the  United  States  have  been  made  in  offshore
transactions  in compliance with Regulation S under the U.S. Securities Act. The
commitments given in the Public Offering will be accepted in full for up to 100
Offer  Shares and for approximately 41.8 percent of the subscription commitments
exceeding  this amount. The commitments given  in the Public Offering by persons
working  in the Company as healthcare professionals under a private practitioner
agreement  will  be  accepted  in  full  for  up  to 10,000 Offer Shares and for
approximately  41.8 percent  of  the  subscription  commitments  exceeding  this
amount.


Terveystalo  will issue 355,656 New Shares to permanent employees of the Company
or  its wholly owned subsidiaries in  Finland during the subscription period and
the members of the Board of Directors of Terveystalo (the "Personnel Offering").
The subscription price per share in the Personnel Offering was ten percent lower
than  the  subscription  price  in  the  Institutional  Offering  and the Public
Offering,  i.e. EUR 8.79. Due to oversubscription, the Board of Directors of the
Company  has decided to increase  the number of the  New Shares to be offered in
the Personnel Offering from the preliminary maximum of 120,000 New Shares to the
above-mentioned  355,656 New  Shares.  The  commitments  given  in the Personnel
Offering will be accepted in full.


The  Company will receive  gross proceeds of  approximately EUR 100 million from
the  Offering,  and  the  Selling  Shareholders  will  receive gross proceeds of
approximately  EUR 776 million assuming  that all Sale  Shares are sold and that
the  Over-Allotment Option is fully exercised. The total number of the Company's
outstanding  shares amounts  to 128,036,531 shares  after the  completion of the
share class combination and the issuance of shares without payment in proportion
to shareholdings (share split) in connection with the Listing (as defined below)
and  the registration  of the  New Shares  with the  Trade Register (on or about
October  11, 2017). The  total  number  of  shareholders  will  increase to over
12,000 shareholders after the Offering.


Offer  Shares issued in the  Public Offering and the  Personnel Offering will be
recorded  on or about  October 11, 2017 in the  book-entry accounts of investors
who  have made an approved commitment.  In the Institutional Offering, the Offer
Shares  will be ready  to be delivered  against payment on  or about October 13,
2017 at the latest through Euroclear Finland Ltd.


A  confirmation letter regarding the approval  of the commitments and allocation
of  the Offer Shares  will be sent  as soon as  possible and on or about October
17, 2017 at  the latest to all investors who have submitted their commitments in
the  Public Offering  and the  Personnel Offering.  Any excess  payments made in
connection  with the  commitments will  be refunded  to investors' bank accounts
approximately five (5) business days after the decision on the completion of the
Offering  took place (i.e. on or  about October 17, 2017). If an investor's bank
account  is in a different bank than  the subscription place, the refund will be
paid  to a Finnish bank  account in accordance with  the payment schedule of the
financial  institutions,  approximately  no  later  than  two  (2)  banking days
thereafter.


Trading  of the Company's shares  is expected to commence  on the prelist of the
Helsinki Stock Exchange on or about October 11, 2017 and on the official list on
or  about October 13, 2017 (the "Listing"). The share trading code of the shares
is "TTALO" and ISIN code FI4000252127.


In accordance with all applicable laws and rules, EQT and Skandinaviska Enskilda
Banken  AB (publ) Helsinki Branch (the "Stabilizing Manager") may agree that EQT
shall  give the Stabilizing Manager  an over-allotment option exercisable within
30 days  from the commencement of trading of the Company's shares on the prelist
of  the  Helsinki  Stock  Exchange,  which  period is estimated to occur between
October  11, 2017 and November 9, 2017 (the "Stabilization Period"), to purchase
or  to procure  purchasers for  a maximum  of 11,713,918 additional  shares (the
"Additional  Shares")  solely  to  cover  over-allotments  (the  "Over-Allotment
Option").  The  Additional  Shares  represent  approximately  9.1 percent of the
Company's shares and votes after the Offering.


Within  the  Stabilization  Period,  the  Stabilizing  Manager  may,  but is not
obligated  to, engage in measures which  stabilize, maintain or otherwise affect
the  price of the Company's shares. Any stabilization measures will be conducted
in  accordance with Regulation (EU) No. 596/2014  of the European Parliament and
of  the  Council  on  market  abuse  (the  "Market  Abuse  Regulation")  and the
Commission  Delegated Regulation  (EU) 2016/1052 supplementing  the Market Abuse
Regulation  with  regard  to  regulatory  technical standards for the conditions
applicable  to  buy-back  programs  and  stabilization measures. The Stabilizing
Manager  and  EQT  may  sign  a  share  lending agreement in connection with the
Listing related to the settlement and stabilization.


Carnegie   Investment   Bank  AB,  Morgan  Stanley & Co.  International plc  and
Skandinaviska  Enskilda Banken AB (publ) Helsinki Branch act as the joint global
coordinators  and  joint  bookrunners  (the  "Joint  Global  Coordinators"), and
Jefferies  International  Limited  and  OP  Corporate  Bank  plc  as  the  joint
bookrunners  (the  "Joint  Bookrunners")  for  the  Offering  (the  Joint Global
Coordinators  and the Joint Bookrunners together, the "Managers"). Lazard & Co.,
Limited is the financial advisor to the Company in connection with the Offering.
Hannes  Snellman Attorneys Ltd and Kirkland & Ellis International LLP are acting
as legal advisers to the Company. Borenius Attorneys Ltd and Shearman & Sterling
(London) LLP are acting as legal advisers to the Managers.


Yrjö Närhinen, CEO of Terveystalo, comments:


"I  am  very  happy  and  satisfied  with  the  great  investor interest towards
Terveystalo's  IPO. Terveystalo is a leading private healthcare service provider
in  Finland,  and  the  initial  public  offering,  together with our nationwide
network   and   customer-centric   service   offering,   gives  us  even  better
prerequisites to carry out our growth strategy. I would like to thank all of the
new  shareholders  for  your  trust  in  private  healthcare and Terveystalo. We
continue  from here  with our  determined work  towards building  the healthcare
services  and healthcare system of  the future for the  benefit of our customers
and the society."


Åsa  Riisberg, Member of the  Board of the Directors  of Terveystalo, Partner at
EQT  Partners, Head of EQT's global  Healthcare-sector and Investment Advisor to
EQT funds, comments:


"Terveystalo's investments during EQT's ownership into medical quality, customer
experience  and  digital  healthcare  solutions  have  resonated  very well with
investors.  EQT VI is pleased to welcome the new shareholders to the Company and
we are convinced that the new, quality shareholder base will continue to support
Terveystalo  in  a  long-term,  sustainable  manner for the continued successful
execution of its strategy."


Vesa  Koskinen, Member of the Board of  Directors of Terveystalo, Partner at EQT
Partners,  Head  of  EQT  in  Finland,  Head of EQT's global Services-sector and
Investment Advisor to EQT funds, adds:


"The  strong level of interest  in the IPO from  both local Finnish investors as
well  as the broader international investor community is very impressive. We are
proud  of the work  done by Terveystalo's  committed employees and  the Board of
Directors  over the last few years in developing the company from good-to-great,
in  line  with  EQT's  investment  philosophy. Today Terveystalo stands strongly
positioned  for  the  next  stage  in  its  development,  together with its new,
broadened base of shareholders."


Terveystalo Plc
Communications

Further enquiries
Yrjö Närhinen, CEO, Terveystalo
yrjo.narhinen@terveystalo.com

Susanna Kinnari, SVP Communications, Marketing and Brand, Terveystalo
Tel. +358 (50) 5458333
susanna.kinnari@terveystalo.com

Kati Kaksonen, Director, Investor Relations & Finance Communications,
Terveystalo
Tel. +358 (50) 3931561
kati.kaksonen@terveystalo.com

Distribution:
Nasdaq Helsinki Ltd
Principal media
www.terveystalo.com

Terveystalo in brief
Terveystalo is a leading private healthcare service provider in Finland offering
primary and outpatient secondary healthcare services to corporate, private and
public sector customers. The Company's healthcare service offering includes
general practice and specialist medical care, diagnostic services, outpatient
surgery, dental services and other adjacent services, which comprise its
integrated healthcare care chain. The Company also offers a suite of digital
healthcare services. Terveystalo is able to provide nationwide reach through its
approximately 180 clinics, covering all 20 of Finland's largest cities, together
with its digital platforms.


Terveystalo's  operations are driven  by its scale  and supported by centralized
functions  and standardized  operating practices.  At the  core of Terveystalo's
strategy  is  a  focus  on  providing  medical  quality  and  positive  customer
experiences,   maintaining   a   competent  and  satisfied  base  of  healthcare
professionals and developing a variety of customized digital tools.


In  2016, the Company had approximately 1.0 million individual customers as well
as  approximately 2.7 million  doctor visits,  accounting for  12 percent of the
total  doctor visits in Finland. The  Company's customers are divided into three
groups:  corporate  customers,  who  the  Company  partners with to provide, for
example,  occupational healthcare services to their employees, private customers
and public customers, who the Company partners with to provide public healthcare
services   and   occupational   healthcare   services  to  municipal  employees.
Terveystalo  had approximately  4,445 employees (including  part-time employees)
and approximately 4,400 private practitioners as at June 30, 2017.


DISCLAIMER
This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities in the United States.
Securities may not be offered or sold in the United States unless they are
registered or are exempt from registration under the U.S. Securities Act of
1933, as amended. The information contained in this announcement is for
informational purposes only and does not purport to be full or complete.
Terveystalo does not intend to register any portion of this offering in the
United States or to conduct a public offering in the United States. Copies of
this announcement are not being, and should not be, distributed in or sent into
the United States.


It  may be  unlawful to  distribute this  announcement in certain jurisdictions.
This  announcement is not  for distribution in  Australia, Canada, the Hong Kong
special  administrative region of  the People's Republic  of China, Japan, South
Africa,  the United States or to  any other jurisdiction where such distribution
would  be unlawful. The information in  this announcement does not constitute an
offer of securities for sale in such jurisdictions.


In  the United  Kingdom, this  announcement is  for distribution  only to and is
directed  only  at  persons  who  (i)  have  professional  experience in matters
relating  to  investments  which  fall  within  Article  19(5) of  the Financial
Services  and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial  Promotion Order"), (ii) are persons falling within Article 49(2)(a)
to  (d) ("high  net worth  companies, unincorporated  associations etc.") of the
Financial  Promotion  Order,  or  (iii)  are  persons  to  whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the  Financial Services  and Markets  Act 2000) in  connection with the issue or
sale  of any securities may  otherwise lawfully be communicated  or caused to be
communicated   (all  such  persons  together  being  referred  to  as  "Relevant
Persons").  This announcement is directed only  at Relevant Persons and must not
be acted on or relied on by persons who are not Relevant Persons. Any investment
or  investment activity to which this  announcement relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons.


This announcement has been prepared on the basis that any offer of securities in
any  Member State of the European Economic  Area, other than Finland and Sweden,
which   has  implemented  the  Prospectus  Directive  (2003/71/EC,  as  amended,
including   by   Directive  2010/73/EU, the  "Prospectus  Directive")  (each,  a
"Relevant  Member State") is made pursuant  to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the requirement to
publish  a prospectus for offers of securities. Accordingly any person making or
intending  to make any offer  in that Relevant Member  State of securities which
are  the subject of the Offering contemplated  in this announcement, may only do
so  in circumstances in which no obligation arises for the Company or any of the
Joint  Global Coordinators to publish a  prospectus pursuant to Article 3 of the
Prospectus  Directive or supplement  a prospectus pursuant  to Article 16 of the
Prospectus  Directive,  in  each  case,  in  relation to such offer. Neither the
Company  nor any  of the  Managers have  authorized, nor  do they authorize, the
making  of any offer of the securities through any financial intermediary, other
than  offers made by the  Managers, which constitute the  final placement of the
securities contemplated in this announcement. Neither the Company nor any of the
Managers  have authorized,  nor do  they authorize,  the making  of any offer of
securities in circumstances in which an obligation arises for the Company or any
Managers to publish or supplement a prospectus for such offer.


In  accordance  with  all  applicable  laws  and  rules, EQT and the Stabilizing
Manager  may agree that EQT shall give the Stabilizing Manager an over-allotment
option  exercisable  within  30 days  from  the  commencement  of trading of the
Company's  shares on the prelist of the Helsinki Stock Exchange, which period is
estimated   to   occur   between   October  11, 2017 and  November  9, 2017 (the
"Stabilization  Period"). The Stabilizing Manager may,  but is not obligated to,
within the Stabilization Period, engage in measures which stabilize, maintain or
otherwise  affect the price of the Company's shares. These measures may raise or
maintain  the market price of the Company's  shares in comparison with the price
levels  determined  independently  on  the  market  or  may prevent or delay any
decrease  in  the  market  price  of  the  Company's  shares  (provided that the
aggregate  principal amount of shares allotted does not exceed 15 percent of the
aggregate  principal  amount  of  the  New  Shares  and  the  Sale  Shares). The
Stabilizing Manager may stop any of these measures at any time.


This  announcement includes forward-looking statements, which include statements
regarding  the Company's business  strategy, financial condition, profitability,
results  of operations and market data, as well as other statements that are not
historical  facts.  Words  such  as  "believe,"  "anticipate," "plan," "expect,"
"target,"  "estimate," "project," "predict,"  "forecast," "guideline," "should,"
"aim,"  "continue," "could," "guidance," "may,"  "potential," "will," as well as
similar  expressions  and  the  negative  of  such  expressions  are intended to
identify  forward-looking  statements,  but  are  not  the  exclusive  means  of
identifying  these statements.  By their  nature, forward-looking statements are
subject  to numerous  factors, risks  and uncertainties  that could cause actual
outcomes  and results to  be materially different  from those projected. Readers
are  cautioned not to place undue  reliance on these forward-looking statements.
Except  for any ongoing obligation to  disclose material information as required
by  the applicable law, the Company does not have any intention or obligation to
publicly  update or revise  any forward-looking statements  after it distributes
this  announcement, whether  to reflect  any future  events or  circumstances or
otherwise.


This announcement is an advertisement and not a prospectus. Investors should not
subscribe  for  or  purchase  any  transferable  securities  referred to in this
announcement  except  on  the  basis  of  information  in  the  Finnish language
prospectus   (the  "Prospectus")  or,  when  applicable,  the  English  language
prospectus  that is  a translation  of the  Prospectus. The  Prospectus has been
published  by the Company  in connection with  the contemplated admission of its
shares  to  the  Official  List  of  the  Helsinki Stock Exchange. Copies of the
Prospectus     are     available     from     the     Company's    website    at
www.terveystalo.com/listautuminen   and   the  English  language  prospectus  at
www.terveystalo.com/IPO.   Any   purchase  of  shares  in  connection  with  the
contemplated  listing on the  Helsinki Stock Exchange  (the "Listing") should be
made  solely on the basis of the information contained in the Prospectus. Before
investing  in any shares,  persons viewing this  announcement should ensure that
they  fully understand and accept the risks which are set out in the Prospectus.
The  information in this  announcement is for  background purposes only and does
not purport to be full or complete. No reliance may be placed for any purpose on
the  information contained in this announcement or its accuracy or completeness.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for any
shares  or any other securities nor shall it (or  any part of it) or the fact of
its  distribution, form the  basis of, or  be relied on  in connection with, any
contract therefor. The information in this announcement is subject to change.


The  Listing timetable,  including the  date of  admission of  the shares to the
Official  List of  the Helsinki  Stock Exchange,  may be  affected by a range of
circumstances such as market conditions. There is no guarantee that the Offering
will  proceed  and  that  the  Listing  will  occur and you should not base your
financial  decisions on the Company's intentions in relation to the Offering and
Listing  at this stage. Acquiring investments to which this announcement relates
may expose an investor to a significant risk of losing all or part of the amount
invested.  Persons  considering  making  such  an  investment  should consult an
authorized   person   specializing   in   advising  on  such  investments.  This
announcement  does not constitute a  recommendation concerning the Offering. The
value  of shares  can decrease  as well  as increase. Potential investors should
consult  a professional adviser  as to the  suitability of the  Offering for the
person concerned.


Carnegie   Investment   Bank   AB,  Morgan  Stanley  &  Co.  International  plc,
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch, Jefferies International
Limited and OP Corporate Bank plc are acting exclusively for the Company and the
Selling  Shareholders and no one  else in connection with  the Offering and will
not be responsible to any other person for providing the protections afforded to
clients  of the Managers or for providing  advice in relation to the Offering or
any other transaction, matter or arrangement referred to in this announcement.


Lazard  &  Co.,  Limited  ("Lazard"),  which  is authorized and regulated in the
United  Kingdom by  the Financial  Conduct Authority,  is acting  exclusively as
financial adviser to the Company and no one else in connection with the Offering
and  will not be responsible to anyone  other than the Company for providing the
protections  afforded to clients of Lazard  nor for providing advice in relation
to  the Offering or any other matters  referred to in this announcement. Neither
Lazard  nor  any  of  its  affiliates  owes  or  accepts  any duty, liability or
responsibility  whatsoever (whether direct or  indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Lazard in
connection with this announcement, any statement contained herein or otherwise.


In  connection  with  the  Offering,  the  Managers and any of their affiliates,
acting  as  investors  for  their  own  accounts,  may subscribe for or purchase
securities  and in that  capacity may retain,  purchase, sell, offer  to sell or
otherwise  deal  for  their  own  accounts  in  such  securities  and  any other
securities of the Company or related investments in connection with the Offering
or  otherwise. Accordingly, references to  the securities being issued, offered,
subscribed,  acquired, placed or otherwise dealt  in should be read as including
any  issue or offer to, or subscription, acquisition, placing or dealing by, the
Managers  and any of  their respective affiliates  acting as investors for their
own  accounts. The  Managers do  not intend  to disclose  the extent of any such
investment  or  transactions  otherwise  than  in  accordance  with any legal or
regulatory obligations to do so.


None  of the Managers,  Lazard nor any  of their respective directors, officers,
employees,  affiliates,  advisers  or  agents  or  any  other person accepts any
responsibility,  duty or liability whatsoever for or makes any representation or
warranty,  express  or  implied,  as  to  the truth, accuracy or completeness or
fairness  of the  information or  opinions in  this announcement (or whether any
information  has been  omitted from  the announcement)  or any other information
relating to the Company, its shareholders, subsidiaries or associated companies,
whether  written,  oral  or  in  a  visual  or  electronic  form,  and howsoever
transmitted  or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in connection therewith.



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