SUOMEN TERVEYSTALO OYJ STOCK EXCHANGE RELEASE September 5, 2008 at 4.00 p.m. THE FINANCIAL SUPERVISION AUTHORITY HAS APPROVED TERVEYSTALO'S REGISTRATION DOCUMENT The Financial Supervision Authority has on September 5, 2008, approved Suomen Terveystalo Oyj's (”The Company”) Registration Document which, in accordance with the Finnish Securities Markets Act, contains information on the Company, its operations, and financial position (“Registration Document”). The Registration Document is valid for 12 months after its publication. From September 5, 2008, the Registration Document is available in Finnish on the Company's website at www.terveystalo.com under the Investors section. The Registration Document published today in Finnish in electronic format contains, for instance the following previously unpublished information on the Company: 1) On June 30, 2008, approximately 85 percent of Company loans carried variable interest rates. Taking into account the effect of interest rate derivatives, the share of variable interest rate loans was approximately 36 percent. 2) An increase of one percentage point in interest rates would increase the Company's annual interest expense for interest-bearing liabilities by approximately EUR 1.4 million. Tax effect has not been considered in the sensitivity analysis. 3) The Company does not apply hedge accounting as set out in IAS 39 to its interest rate derivatives. Interest rate derivatives are recognized at fair value through the income statement and accordingly, the financial income and expenses may vary considerably between financial years. An increase of one percentage point in interest rates would have increased the fair value of the Company´s derivative instruments through the income statement by approximately EUR 1.2 million as at June 30, 2008. Tax effect has not been considered in the sensitivity analysis. 4) On June 30, 2008, the Company's ratio between interest-bearing net debt and the operating margin was 6.31. Interest bearing net debt amounted to EUR 155.4 million on June 30, 2008 (EUR 9.1 million in the comparison period on June 30, 2007). Interest bearing net debt = Non-current interest-bearing debt + current interest-bearing liabilities - financial liquid assets recognised at fair value through profit or loss -liquid assets. 5) During the period January 1 - June 30, 2008, the Company has recognized credit losses amounting to EUR 23,668.29, and impairment losses on accounts receivables amounting to EUR 250,000.00. 6) The Company's EBITDA during the period January 1 - June 30, 2008, was EUR 16.6 million (EUR 8.0 million in the comparison period January 1 - June 30, 2007). EBITDA of net sales amounted to 15.3 percent during January 1 - June 30, 2008 (13.9% in the comparison period January 1 - June 30, 2007). EBITDA = Operating profit plus depreciation and impairment; EBITDA of turnover % = (Operating profit plus depreciation and impairment) / Turnover * 100%. 7) The turnover of the central laboratory operations divested by the Company in February 2008 consisted mainly of internal sales within Terveystalo Group. The effect of the divestment on the 2008 turnover is approximately EUR -0.8 million and on earnings approximately EUR +0.1 million at Group level. The turnover of the central laboratory operations in the consolidated financial statement for 2007 was approximately EUR 0.9 million and operating loss was approximately EUR 0.1 million. 8) The effect on 2007 turnover of the divestment of business operations of Helsingin Hammaslaseri Oy by the Company's subsidiary in May 2007 was EUR -0.7 million at Group level and EUR +0.1 million on Group profit. 9) The Group's total sales during the period January 1 - June 30, 2008, was EUR 149.4 million (EUR 95.5 million in the comparison period January 1 - June 30, 2007). 10) After the interim report was published on August 14, 2008, the Company has raised new interest-bearing debt by a total of EUR 10.0 million in August 2008. On August 31, 2008, EUR 1.1 million of the loan is current and EUR 8.9 million is non-current. Taking into account the new interest-bearing loan, installments amounting to approximately EUR 32.8 million will mature between July 1, 2008, and June 30, 2009. 11) The Company has agreed with the main financers that if the Board decides to carry out the share issue, a minimum of 50 percent of the funds from the issue will be used for an extra repayment of non-current loans. 12) On June 30, 2008, the Company's interest-bearing debt consists of following items: Capital loans EUR 1.7 million, loans from financial institutions and pension loans EUR 145.8 million and finance lease liabilities EUR 15.4 million. 13) The Company's interest-bearing debt will mature as follows: EUR 21.7 million in 2008, EUR 24.8 million in 2009, EUR 23.4 million in 2010, EUR 21.6 million in 2011, EUR 76.1 million in 2012, and EUR 3.4 million in 2013 and later. 14) By September 5, 2008, the Company had EUR 0.5 million contingent purchase price considerations related to completed acquisitions. Of the contingent purchase price considerations, an estimated EUR 0.3 million will mature during 2008 and the rest during the year 2009. The contingent purchase price considerations are mainly based on the earnings development of the acquired units and the maximum amount is limited. All contingent purchase price considerations have been recorded at their probable value as liabilities in the Company's balance sheet. The Company has not made any acquisitions between January 1 and September 5, 2008. 15) Medivire Työterveyspalvelut Oy's (Suomen Terveystalo Työterveys Oy since December 3, 2007) financial statements and annual reports for the financial periods ended on December 31, 2005, December 31, 2006, and December 31, 2007, have been incorporated by reference in the Registration Document. 16) The Registration Document includes an unaudited and more extensive pro forma financial information which is presented only for illustrative purposes to demonstrate what Terveystalo Group's operating result and financial position would have been if the Medivire Työterveyspalvelut Oy acquisition completed on August 31, 2007, would have been completed on January 1, 2007. 17) The Registration Document includes more extensive information on related party transactions than have been presented previously. 18) The Registration Document includes previously unpublished information on the allocation of management option rights 2008A to the Managing Director and Management Team. Helsinki, September 5, 2008 SUOMEN TERVEYSTALO OYJ Martti Kiuru, Managing Director FOR ADDITIONAL INFORMATION, PLEASE CONTACT: Managing Director Martti Kiuru, tel. +358 30 633 1629, martti.kiuru@terveystalo.com CFO Jukka Yli-Hankala, tel. +358 30 633 1743, jukka.yli-hankala@terveystalo.com This release is available at http://www.terveystalo.com Terveystalo: Terveystalo is Finland's leading healthcare service company, offering versatile healthcare, occupational healthcare, diagnostics and hospital services. The company has more than 100 units around the country. Terveystalo, which was founded in 2001, has grown strongly. The company share is listed on the OMX Nordic Exchange Helsinki under the code SUT1V. DISTRIBUTION: OMX Nordic Exchange Helsinki Principal media
THE FINANCIAL SUPERVISION AUTHORITY HAS APPROVED TERVEYSTALO'S BASE PROSPECTUS
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