2017-10-05 15:00:10 CEST

2017-10-05 15:00:10 CEST


REGULATED INFORMATION

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

Terveystalo Plc announces the early close of the Public Offering and the Personnel Offering due to oversubscription


 TERVEYSTALO PLC STOCK EXCHANGE RELEASE October 5, 2017 at 4:00 pm




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.



Terveystalo  Plc  announces  the  early  close  of  the  Public Offering and the
Personnel Offering due to oversubscription



The  Public Offering (as  defined below) and  the Personnel Offering (as defined
below)   of   Terveystalo   Plc  ("Terveystalo"  or  the  "Company")  have  been
oversubscribed.  In accordance with the terms and conditions of the Offering (as
defined below), it has been decided that the subscription periods for the Public
Offering  and the Personnel Offering  are closed early so  as to be discontinued
today, October 5, 2017 at 4:00 pm. The Institutional Offering (as defined below)
will continue in accordance with the terms and conditions.



The  Offering consists of the Share Issue  and the Share Sale (as defined below,
the  Share Issue and the Share Sale together the "Offering"). The Company offers
new shares in the Company (the "New Shares") for subscription in the share issue
(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 other existing shareholders
in  the Company  (together with  EQT, the  "Selling Shareholders")  are offering
shares  in the Company (the "Sale Shares"  and together with the New Shares, the
"Offer  Shares") for  sale (the  "Share Sale").  The Offering  consists of (i) a
public  offering to  private individuals  and entities  in Finland (the ''Public
Offering''),  (ii) private placements to  institutional investors in Finland and
internationally  (the  "Institutional  Offering")  and  (iii) an offering to all
permanent  employees of the Company or  its wholly owned subsidiaries in Finland
during  the subscription period, the  members of the Board  of Directors and the
CEO  of Terveystalo (the "Personnel Offering").  The offering and sale in Sweden
is  conducted in accordance  with the terms  and conditions of the Institutional
Offering as a part of the Institutional Offering.



The  discontinuation of the subscription periods for the Public Offering and the
Personnel  Offering will not otherwise affect the timetable of the Offering. The
Board  of Directors  of the  Company will  decide on  the execution of the Share
Issue  and the Selling  Shareholders will decide  on the execution  of the Share
Sale,  and  the  Board  of  Directors  and the Selling Shareholders will jointly
decide  on the final number of the Offer  Shares and the allocation of the Offer
Shares  on  or  about  October  10, 2017. The aforementioned information will be
published through a stock exchange release.



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 (as defined below) 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 (as defined below) 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 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  Nasdaq  Helsinki  Ltd  (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 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  (''Jefferies'')  and  OP  Corporate  Bank plc
(''OP'')  as the joint bookrunners (the  ''Joint Bookrunners'') for the Offering
(the   Joint  Global  Coordinators  and  the  Joint  Bookrunners  together,  the
''Managers'',  and each  individually, a  ''Manager''). The  Managers 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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