2015-12-14 17:52:41 CET

2015-12-14 17:52:41 CET


REGULATED INFORMATION

Finnish English
Pihlajalinna Oyj - Company Announcement

Pihlajalinna Oyj:Pihlajalinna and Sentica announce their intention to offer shares in Pihlajalinna to institutional investors


Pihlajalinna Oyj Stock Exchange release 14 December 2015 at 18.50 (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 their intention to offer shares in
Pihlajalinna to institutional investors

Pihlajalinna Plc ("Pihlajalinna" or the "Company") intends to offer up to
1,500,000 new shares in the Company (the "Issue Shares") to a limited number of
institutional investors in deviation from the shareholders' pre-emptive
subscription rights (the "Share Issue"). The Issue Shares offered correspond
approximately to 7.8 per cent of all the shares and voting rights in the Company
immediately prior to the Share Issue. The Company intends to use the net
proceeds from the Share Issue to finance the acquisitions of Tampereen
Lääkärikeskus Oy, Röntgentutka Oy and Itä-Suomen Lääkärikeskus Oy announced in
December 2015 and other possible acquisitions as well as to support the growth
strategy of the Company.

Sentica Buyout III Ky and Sentica Buyout III Co-Investment Ky (together
"Sentica") intend to sell shares in Pihlajalinna (the "Sale Shares", together
with the Issue Shares the "Shares") in connection with the Share Issue (the
"Share Sale"). Sentica will decide the number of Sale Shares based on investor
demand. Prior to the Share Sale, Sentica owns 5,035,990 shares in the Company
corresponding approximately to 26 per cent of all the outstanding shares of the
Company.

The Share Issue and the Share Sale will be based on an accelerated book-building
process, in which selected institutional investors may submit bids for the
Shares. The subscription and sale price of the Shares will be determined by the
bids received in the accelerated book-building process. The book-building
process will commence immediately and will end by 9.00 a.m. EET on 15 December
2015 at the latest. Receiving the bids may however be discontinued at any time
during the book-building process. The Board of Directors of Pihlajalinna shall
make the decision on the execution of the Share Issue, including the number of
the Issue Shares and the subscription price of the Issue Shares, immediately
after the close of the book-building process. The subscription and sale price of
the Shares will be the same in the Share Issue and the Share Sale, and in the
book-building process, Shares are primarily subscribed for in the Share Issue
and secondarily in the Share Sale. The result of the Share Issue and the Share
Sale will be published on or about 15 December 2015.

The Issue Shares are expected to be registered in the Finnish Trade Register on
or about 16 December 2015 and trading in the Issue Shares is expected to
commence on Nasdaq Helsinki Ltd on or about 17 December 2015. The Issue Shares
will rank pari passu in all respects with the existing shares of the Company,
once they have been registered with the Finnish Trade Register. The Share Issue
is based on the authorisation to issue new shares in deviation from the
shareholders' pre-emptive subscription rights, granted to the Board of Directors
by the Annual General Meeting held on 14 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.

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 Plc, 050 322 0927

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

Terhi Kivinen, SVP, Communications, Marketing and IR, Pihlajalinna Plc,
+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.






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