Company Release

8 March 2021 at 9:05 Finnish time

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Nightingale announces a fixed subscription price and publishes a prospectus for its contemplated IPO and listing of its shares on Nasdaq First North Growth Market Finland.

Nightingale Health Plc (“Nightingale” or the “Company”) today announced the subscription price for its contemplated initial public offering (the “IPO” or the “Offering”). Nightingale announced on 19 February 2021 that the Company is contemplating the listing of its series B shares (the “Shares”) on Nasdaq First North Growth Market Finland (the “FN Listing”). The subscription period for the Offering is expected to commence on 8 March 2021 at 10:00 a.m. Finnish time.

The Offering in brief

  • The Company aims to raise gross proceeds of approximately EUR 110 million by offering a maximum of 16,296,300 new Shares in the Company for subscription. If the Offering is oversubscribed, the Company has the right to increase the number of new Shares offered in the Offering by a maximum of 4,074,070 new Shares.
  • The sole purpose of the IPO is to facilitate growth of the Company and all gross proceeds will be used to that end. The IPO consists only of new shares and none of the existing shareholders are selling shares in conjunction with the IPO.
  • The subscription price of the Offering has been set to a fixed price of EUR 6.75 per Share.
  • The market capitalisation of the Company is approximately EUR 453 million assuming that the maximum number of new Shares are offered and subscribed for in the IPO.
  • As part of the IPO, the Company’s existing shareholders have agreed to a lock-up of their shares whereby shareholders holding less than 2.5% of the total number of shares or votes in the Company cannot sell any of their shares until 180 days after the completion of the IPO and shareholders holding at least 2.5% of the total number of shares or votes in the Company and the executive management team and members of the board of directors of the Company cannot sell any of their shares until 360 days after the completion of the IPO.
  • In connection with the Offering, the Company may grant Swedbank AB (publ) (“Swedbank”), acting as stabilizing manager, the right to subscribe for a maximum of 2,444,440 Shares in the Company solely to cover over-allotments in connection with the Offering (the “Over-Allotment Option”). The Over-Allotment Option would be exercisable within 30 days from the commencement of trading of the Shares of the Company on Nasdaq First North Growth Market Finland.
  • AP4 – The Fourth Swedish National Pension Fund, DNCA Invest, certain funds managed by Sp-Fund Management Company Ltd and FIM Fenno Fund (together the “Cornerstone Investors”) have each individually in February 2021, subject to certain conditions, committed to subscribe for Shares, which when combined, amount to approximately EUR 39 million in the Offering.
  • The Offering consists of (i) a public offering to private individuals and entities in Finland, Sweden and Denmark (the “Public Offering”) and (ii) private placements to institutional investors in Finland and internationally pursuant to the applicable legislation (the “Institutional Offering”). All offers and sales outside the United States will be made in offshore transactions in compliance with Regulation S under the U.S. Securities Act of 1933, as amended.
  • In the Public Offering, preliminarily a maximum of 1,481,481 Shares will be offered and in the Institutional Offering, preliminarily a maximum of 14,814,819 Shares will be offered.
  • The value of the Offering is up to approximately EUR 154 million, assuming that the maximum number of new Shares are subscribed for and that the Over-Allotment Option is exercised in full.
  • Provided that the Over-Allotment Option is exercised in full, the Offering will comprise a maximum of 22,814,810 Shares, which represent approximately 34 per cent of the all the shares in the Company and 8.5 per cent of the votes after completion of the Offering.
  • A Finnish language prospectus and its English language translation will be available on the Company’s website when the subscription period for the Offering begins (as described below).

Teemu Suna, CEO and Co-founder of Nightingale:

“Nightingale is a company that pursues strong growth. In order to create growth, the company will receive all proceeds raised through the IPO, and none of the current shareholders will sell their shares. With the proceeds aimed to be raised through the IPO, we assess to be in an excellent position both technologically and financially to make necessary investments and to seek rapid business growth.”

Timo Soininen, Chairman of the Board of Directors of Nightingale:

“We have proportioned the pursued IPO to support our ambitious international growth targets, which require internationally competitive finance base and the ability to invest in different areas of business. I expect that the IPO will significantly strengthen Nightingale as a strong and international company, creating opportunities for rapid business growth.”

The background and reasons for the IPO

Nightingale began its business operations in 2013. The Company’s health data platform is created by combining two strongly scientifically verified assets: a proprietary mass-scale blood analysis technology and the ability to comprehensively identify disease risks. The proprietary mass-scale blood analysis technology process starts with an NMR measurement of blood samples using scalable laboratory automation. The NMR measurement creates spectral data, which is further processed to concentrations of biomarkers (for example, millimoles per litre) using artificial intelligence, machine learning algorithms and state of the art software. The proprietary mass-scale blood analysis technology produces a comprehensive amount of highly accurate and repeatable biomarker results quickly, at a low cost, and on a mass scale.

The Company’s ability to detect holistically disease risks and preventative health needs is created by combining the biomarker data produced using the Company’s proprietary mass-scale blood analysis technology with extensive health outcome datasets.

The Company’s mission is to bring disease prevention and healthier life within everyone’s reach. The Company implements its mission by supporting healthcare service providers in better serving their customers’ preventative needs. Company’s health data platform combines the services of the healthcare providers to help consumers to improve their personal health and well-being. Additionally, the Company expects that it will benefit from the imminent global megatrend of consumers themselves wanting to manage and improve their personal health. The Company expects that its health data platform meets this demand and provides a completely new tool to take care of health for consumers interested in managing and improving their personal health.

Over the last five years, the Company has done analytical validation of its proprietary mass-scale blood analysis technology and medically validated the ability of its health data platform to detect diseases. The Company has analysed over one million samples in total and has established two laboratories in Finland and one laboratory in Japan as well as two cooperation laboratories in the United Kingdom and one in the United States. The Company has collaborated on research with over 120 academic institutions in over 20 countries, and its technology has been used in more than 300 medical publications. Today, having completed the main phase of research and development, the Company is embarking on its global commercialization phase.

Pursuing an IPO and the FN-Listing is a natural and important next step for Nightingale, by which the Company expects to benefit from a broader shareholder base and access to international capital markets. The IPO is expected to support the Company’s growth strategy and strengthen the recognition and brand awareness among healthcare service providers and consumers and thus enhance Nightingale’s competitiveness and the awareness of its health data platform.

The FN Listing and publication of the Finnish Prospectus

Before the execution of the Offering, the Shares have not been admitted to trading on any regulated market or multilateral trading facility. The Company has today submitted a listing application for the listing of the Shares on Nasdaq First North Growth Market Finland. Trading in the Shares is expected to commence on or about 19 March 2021. The trading code of the Shares is “HEALTH”.

The Finnish Financial Supervisory Authority has approved the Finnish language prospectus (the “Finnish Prospectus”) on 5 March 2021. The Finnish Prospectus will be available on or about 8 March 2021 on the website of the Company at www.nightingalehealth.com/listautuminen. In addition, the Finnish Prospectus will be available as a printed copy on or about 8 March 2021 at the registered head office of the Company at Mannerheimintie 164a, FI-00300 Helsinki, Finland. The English language translation of the Finnish Prospectus as well as a Swedish language translation of the summary will be available on or about 8 March 2021 on the websites of the Company at www.nightingalehealth.com/ipo.

Preliminary timetable:

  • The subscription period for the IPO commences 8 March 2021 at 10:00 a.m. Finnish time
  • The subscription periods for the Institutional Offering and Public Offering may be discontinued at the earliest on 15 March 2021 at 4:00 p.m. Finnish time
  • The subscription period for the Public Offering ends on 17 March 2021 at 4:00 p.m. Finnish time, unless discontinued earlier
  • The subscription period for the Institutional Offering ends on 18 March 2021 at 12:00 noon Finnish time, unless discontinued earlier
  • Announcement of the final results of the Offering is expected to take place on 18 March 2021
  • The Shares offered in the Public Offering are expected to be registered in the book-entry accounts of the investors on 19 March 2021
  • Trading in the Shares is expected to commence on 19 March 2021
  • The Shares offered in the Institutional Offering are expected to be ready to be delivered against payment through Euroclear Finland on 23 March 2021

Company presentation:

Nightingale’s company presentation (in Finnish) will be held on 8 March 2021 at 6:00 p.m. Finnish time. Registration for the webinar at https://nightingalehealth.videosync.fi/info.

Advisers

Swedbank AB (publ) (in cooperation with Kepler Cheuvreux SA) acts as Sole Global Coordinator and Bookrunner in connection with the IPO. Borenius Attorneys Ltd acts as legal advisor to the Company whereas Krogerus Attorneys Ltd is legal advisor to the Sole Global Coordinator and Bookrunner. Hill+Knowlton Strategies is acting as communications adviser to Nightingale. Oaklins Merasco Ltd will act as the Company’s Certified Adviser in accordance with the Nasdaq First North Growth Market Rulebook.

For further information, please contact:

Teemu Suna, CEO

ir@nightingalehealth.com, tel. +358 20 730 1810

Certified Adviser:

Oaklins Merasco Ltd, tel. +358 9 6129 670

About Nightingale

Nightingale Health is a health technology company transforming preventive care. We envisage a world that focuses on keeping people healthy rather than just treating illnesses. By combining our pioneering blood-testing technology and the ability to detect future disease risks, we are creating a world-leading health data platform that enables preventative care with better information. The platform helps people make better personal health decisions and connects the health industry to offer their services for individuals’ preventative needs. By empowering the world with comprehensive health insights, we accelerate scientific discoveries, industry developments and improve personal health for everyone.

Important information

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. The information contained herein 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. Nightingale Health Plc (the “Company”) does not intend to register any portion of the offering in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or to offer securities to the public in the United States.

The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company, Swedbank AB (publ) or Kepler Cheuvreux SA assume 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 a solicitation of an offer to purchase or subscribe, 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. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

The Company has not authorized any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland, Sweden and Denmark. With respect to the United Kingdom and each Member State of the European Economic Area other than Finland, Sweden and Denmark and which applies the Prospectus Regulation (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an “offer of securities to the public” means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended.

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.

Full terms, conditions and instructions for the contemplated IPO are included in the prospectus that has been prepared by Nightingale Health Plc in connection with the contemplated IPO. The English language translation of the Finnish Prospectus will be available on or about 8 March 2021 on the website of the Company at www.nightingalehealth.com/ipo.

Any offering to subscribe for the securities referred to in this communication will be made by means of a prospectus that will be provided by Nightingale Health Plc pursuant to an approval by the Finnish Financial Supervisory Authority and containing detailed information about the Company and management, as well as financial information. This communication is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus. Any approval and registration by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities that are the subject of the prospectus.

Swedbank AB (publ) is acting exclusively for the Company and no one else in connection with the contemplated IPO. Swedbank AB (publ) will not regard any other person as its client in relation to the IPO. Swedbank AB (publ) will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the IPO or any transaction or arrangement referred to herein.

Certain statements in this communication are “forward-looking statements”. Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company’s competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information, such as development and commercialization of the Company’s health data platform, investments, the contemplated IPO and listing, future cash flow generation, operating profit margin, financial position and liquidity. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology.

Forward-looking statements in this release are based on assumptions, many of which in turn are based on assumptions. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company and the managers do not intend and do not assume any obligation, to update or correct any forward-looking statement contained herein.