Aino Health AB (publ) – Share issue and listing on Nasdaq First North
DOWNLOAD: Information regarding the intended share issue
DOWNLOAD: Application form
Aino Health in short
Aino Health is operating in the Corporate Health Management industry. The company has developed a complete system of IT-based services with a focus to improve corporate health and reduce sickness absence levels in private and public organizations.
A complete service provided by Aino Health includes:
• Integration of the customer’s personnel records and Aino Health’s central IT-based database, Health Manager
• HealthManager collects and analyses personnel data including suggestions for actions when the sickness absence reach a certain level as well as monitoring of supervisors and managers’ actions and signal of possible passivity regarding personnel sickness absences
• Sickness absence reporting and personal follow-up by qualified medical personnel through the Aino Health Call center/Health Desk
• SafetyManager, to be launched in 2017, will serve as the customer’s integrated solution for health and safety management in different organizations including registration, monitoring and reporting to top level management of events and processes related to the company safety and working environment
Background and reasons
Aino Health Management Oy was founded in Finland in 1994 and has been operating its current business model since 2010. The company has developed a complete system of IT-based services with a focus to improve corporate health and reduce sickness absence levels in private and public organizations.
The general corporate health level is most often expressed in terms of sickness absences and measured in terms of sick pay costs and salaries to substitutes. Furthermore, there are additional costs that are hard to measure such as reduced quality of delivered products and services as a consequence of a changing and unstable workforce.
Aino Health’s systems can be described as tools and services to be able to establish and maintain low sickness absence levels and reduce costs through ensuring that the employees get the attention needed when they are absent. Underlying reasons and patterns of the sickness absence are being monitored in consultation with employees and unions, and any passivity from managers can quickly be detected. Sickness absence can be a complex problem and can be explained by both obvious and hidden causes.
The subsidiary, Aino Health Management Oy, has established a reputable client base consisting of both private and public organizations in Finland. The customer base consists of approximately 150 customers, and around 30 customers with approximately 33 000 employees combined are using the HealthManager service. In 2015, 20 percent of Aino Health’s customers accounted for about 85 percent of the turnover. In 2015 the company had a turnover of SEK 22,790 K and a net profit of SEK 1,498 K.
Aino Health is facing an expansion with the aim of further establishment in Europe. The first step will be a market launch in Sweden and Germany where discussions and negotiations with a number of potential customers have been initiated.
The current corporate structure consists of the parent company Aino Health AB (publ), the Swedish subsidiary Aino Health Sweden AB and the fully owned Finnish subsidiary Aino Health Management Oy with its subsidiary Aino Active Oy. The corporate group will be expanded and a new subsidiary will be established in each new country Aino Health enters.
Aino Health’s objective is to achieve a strong growth, partly by growing organically in already established markets and partly through entering new geographical markets. The objective is that establishments on new markets should be self-financing without the need for additional capital after two years.
The offer and the subsequent listing on Nasdaq First North will create liquidity in the Aino Health share. The listing of Aino Health will grant the company access to the stock market, which facilitates future fund raising. The listing also enables Aino Health to, over time, get new shareholders that could strengthen the company development. The listing is also expected to have positive effects on the company’s relationships with business partners, employees and potential clients. The Board of Directors of Aino Health assess that the company is well suited for a broadening of ownership and listing of shares.
The offer in summary
Investors are hereby invited to subscribe for up to 1,800,000 newly issued shares with an over-allotment of up to 270,000 newly issued shares. Aino Health will receive SEK 46.8 M and an additional SEK 7,0 M, excluding transaction costs, if the offer, including the over-allotment option, is fully subscribed. If the offer is fully subscribed this implies that the number of shares will increase from 3,622,770 shares to 5,692,770, corresponding to an increase of 2,070,000 shares and a dilution of no more than 36.4 percent.
The share price is 26.00 SEK and the minimum subscription is 200 shares, amounting to approximately 5,200 SEK.
The subscription period is November 28 – December 8, 2016.
Application for subscription of shares
Subscription of shares is done by completing and signing the application form that should be Erik Penser Bank at hand no later than 15:00 on December 8, 2016. Application forms sent by post should be sent in advance of the last day of the subscription period.
Decision on allotment of shares will, on a wholly discretionary basis, be made by the company’s board of directors in consultation with Erik Penser Bank, whereby the goal will be to achieve a good institutional ownership base and a broad distribution of the shares among investors, in order to facilitate a regular and liquid trading in Aino Health’s shares on Nasdaq First North. The allotment is not dependent on when the subscription form is sent. In the event of oversubscription allotment may be withheld or a smaller number of shares may be allotted than what is stated in the subscription form. Allotment in whole or in part can be determined by random selection.
Share subscription agreements and professional investors will be prioritized in the allotment of shares. Subscription through banks will then be prioritized, including subscriptions from Aino Health’s business contacts, personnel and related parties as well as Erik Penser Bank’s customers.
Decision on allotment of shares
Decision on allotment of shares is obtained in the form of a contract note expected to be sent out on or around December 9, 2016. Information will not be sent to those who have not been allotted shares.
Share subscription agreements
Share subscription agreements of SEK 31.9 M from selected professional investors have been made, corresponding to approximately 68 percent of the offer excluding the over-allotment option.
Listing on Nasdaq First North
Preliminary first day of trading is December 16, 2016.