Stock Exchange Release 5 June 2017, at 4 p.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Silmäasema Oyj's ("Silmäasema" or the "Company") public offering (as defined below) has been oversubscribed multiple times. The Board of Directors of the Company and Intera Fund II Ky ("Intera"), acting on behalf of the sellers (as defined below), have by joint decision decided to discontinue the subscription period for the public offering in accordance with the terms and conditions of the offering (as defined below) today, 5 June 2017 at 4 p.m. The institutional offering (as defined below) and the personnel offering (as defined below) continues in accordance with the terms and conditions of the offering (as defined below).
The initial public offering comprises the Share Issue and Share Sale (as defined below, and together the "Offering"). In the share issue, the Company offers new shares of the Company (the "New Shares") for subscription (the "Share Issue"). In addition, Intera Fund II Ky, a fund administered by Intera Equity Partners II Oy and certain other existing shareholders of the Company (together with Intera, the "Sellers") offer existing shares in the Company (the "Sale Shares" and together with the New Shares, the "Offer Shares") for purchase (the "Share Sale"). The Offer Shares are offered for subscription by (i) institutional investors in Finland and internationally (the "Institutional Offering"), (ii) private individuals and corporations in Finland (the "Public Offering") and (iii) Members of the Board of Directors of Silmäasema and to all employees of Silmäasema in a direct employment until the end of the subscription period 6 June 2017, independent ophthalmologists, entrepreneur opticians and franchisees (the "Personnel Offering").
The Board of Directors of the Company and Intera, acting on behalf of the Sellers, will decide on the acceptance of subscriptions made in the Offering, the final subscription price and the number of Offer Shares on or about 8 June 2017 and the final result of the Offering will be published through a stock exchange release immediately after decisions.
The discontinuation of the subscription period for the public offering does not otherwise affect the Offering timetable. The Offer Shares issued in the Public Offering and the Personnel Offering are recorded in the book-entry accounts of investors who have made an accepted commitment on or about the first banking day after the pricing takes place, on or about 9 June 2017. In the Institutional Offering, the Offer Shares will be ready to be delivered against payment on or about 13 June 2017 through Euroclear Finland Ltd.
The trading of Silmäasema's shares is expected to commence on the pre-list of the Helsinki Stock Exchange on or about 9 June 2017 and on the official list of the Helsinki Stock Exchange on or about 13 June 2017. The share trading code is "SILMA" and the ISIN code of the shares is FI4000243399.
Nordea Bank AB (publ), Finnish branch acts as the Global Coordinator and Bookrunner in the IPO and OP Corporate Bank plc acts as the Bookrunner in the IPO. Roschier, Attorneys Ltd. acts as the legal advisor to the Company. Borenius Attorneys Ltd acts as the legal advisor to the Joint Bookrunners.
Additional information
Pasi Kohmo, CEO, Silmäasema, +358 50 331 7015, pasi.kohmo@silmaasema.fi
Kati Räihä, Director, Marketing and Communications, Silmäasema, +358 50 416 6764, kati.raiha@silmaasema.fi
Juha Saarinen, Chairman of the Board, Silmäasema, +358 40 513 9573, juha.saarinen@silmaasema.fi
Silmäasema in brief
Silmäasema is a Finnish company, which offers all products and services for optical retail and eye healthcare nationwide. Silmäasema's management views it to be the largest private eye clinic provider offering eye surgeries and the second largest optical retail chain, according to the Finnish Association of vision and eyecare NÄE ry, with 25.3 percent market share. Silmäasema's target is to the market leader in optical retail and eye healthcare related clinic operations, including cataract and refractive surgeries.
The Silmäasema chain has in total 148 optical retail stores in Finland; of which 125 are own stores and 23 entrepreneur driven stores, as well as 13 eye clinics. In addition, Silmäasema has eight optical retail stores in Estonia. The Silmäasema chain employs close to 1,000 eye healthcare professionals. In 2016, the Silmäasema chain conducted around 210,000 optician's eye examinations, 190,000 ophthalmologists' appointments and over 15,000 cataract and refractive surgeries. Silmäasema's Group net sales were 101.3 million euros in 2016 and adjusted EBITDA was 12.0 million euros.
DISCLAIMER
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, Singapore or Japan.
These written materials do 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. Silmäasema Oyj (the "Company") does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company, Nordea Bank AB (publ), Finnish Branch ("Nordea") nor OP Corporate Bank plc ("OP") assume any responsibility in the event there is a violation by any person of such restrictions.
Nordea and OP are acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to its clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by Nordea or OP and neither Nordea nor OP accept liability for this information included in this announcement.
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. 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 any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (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 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 an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
These written materials do not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. 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.
