18 March 2021 7:00 p.m. (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 Health Plc (“Nightingale” or the “Company”) announces the outcome of the initial public offering of its series B shares (the “Shares”) on Nasdaq First North Growth Market Finland (the “IPO” or the “Offering”). The Offering attracted strong interest from global and Nordic investors. Of the institutional offering 80 per cent was allocated to international and 20 per cent to Finnish investors (including the commitments of the cornerstone investors AP4 – The Fourth Swedish National Pension Fund, DNCA Invest (acting in respect of the DNCA Invest – Beyond Global Leaders sub-fund), certain funds managed by SP-Rahastoyhtiö Oy and FIM Varainhoito Oy (acting in respect of FIM Fenno Fund)).
The Offering in brief
- As announced on 8 March 2021, the price per Share in the Offering was EUR 6.75.
- The Offering comprises a total of 16,296,300 new Shares.
- The newly issued Shares will provide gross proceeds of approximately EUR 110 million to the Company.
- The Company has granted Swedbank AB (publ), acting as stabilising 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 is exercisable within 30 days from the commencement of trading of the Shares of the Company on Nasdaq First North Growth Market Finland.
- Provided that the Over-Allotment Option is exercised in full, the Offering will comprise a total of 18,740,740 Shares, which will represent approximately 30 per cent of all the shares and 7 per cent of votes in the Company after completion of the Offering and corresponds to market capitalization of approximately EUR 425 million. The Board of Directors of the Company decided not to use its right to increase the number of Shares offered in the IPO by a maximum of 4,074,070 new Shares (“Upsize option”).
- The total value of the Offering will amount to approximately EUR 110 million and approximately EUR 126 million if the Over-Allotment Option is exercised in full.
- 1,874,074 Shares were allocated to private individuals and entities in Finland, Sweden and Denmark. 16,866,666 Shares were allocated to institutional investors, including cornerstone investors and assuming full exercise of the Over-allotment Option.
- The commitments given in the public offering were accepted in full for up to 150 Shares and approximately 73.5 per cent of the subscription commitments exceeding this amount.
- The number of shareholders after the Offering will increase to approximately 5,500 shareholders.
- Any excess payments made in connection with the commitments given in the public offering will be refunded to the investors' Finnish bank accounts on or about 25 March 2021. If an investor’s bank account is in a different bank than the place of subscription, the refund will be paid to a bank account in accordance with the payment schedule of the financial institutions, approximately no later than two banking days thereafter.
- Trading in the Company’s Shares is expected to commence on Friday 19 March 2021 under the trading code “HEALTH”.
Teemu Suna, CEO and Co-founder of Nightingale:
“This is the largest First North IPO in Finland and one of the largest primary-only IPOs ever on Nasdaq Helsinki stock exchange. We are very proud of Nightingale’s accomplishments so far, but for us, this is just the beginning. Over the past 5 years, we have transparently validated our unique blood testing technology with regulatory approvals and more than 300 peer-reviewed scientific publications. We are now in an excellent position to continue our mission to help everyone live a healthier life.”
Timo Soininen, Chairman of the Board of Directors of Nightingale:
“We are very proud to be one of the pioneering publicly listed growth companies in Finland. As our objective is to deliver long-term growth and value for our shareholders, none of the current shareholders sold any of their shares in the IPO and all the funds will be used to accelerate Nightingale’s growth. We wish to thank our existing shareholders for their long-term support and warmly welcome new shareholders to join Nightingale in building the next era of our growth.”
Swedbank AB (publ) (in cooperation with Kepler Cheuvreux SA) acts as Sole Global Coordinator and Bookrunner in connection with the IPO. Borenius Attorneys Ltd, Advokatfirman Vinge KB and Kromann Reumert act as legal advisors 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.
For further information, please contact:
Teemu Suna, CEO
email@example.com, tel. +358 20 730 1810
Oaklins Merasco Ltd, tel. +358 9 6129 670
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.
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 initial public offering are included in the prospectus that has been prepared by Nightingale Health Plc in connection with the contemplated initial public offering. The English language translation of the Finnish Prospectus is available 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 initial public offering. Swedbank AB (publ) will not regard any other person as its client in relation to the initial public offering. 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 initial public offering 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, investments, the contemplated initial public offering 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.