Exercise of over-allotment option in relation to the IPO of Optomed Plc and termination of the stabilisation period

OPTOMED PLC          STOCK EXCHANGE RELEASE                      20 December 2019 at 8 p.m.

Exercise of over-allotment option in relation to the IPO of Optomed Plc and termination of the stabilisation period

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

With reference to the prospectus published by Optomed Plc ("Optomed" or the "Company") on 22 November 2019 and the stock exchange release published on 4 December 2019 regarding the result of the initial public offering of Optomed (the “Offering”), Optomed has received a notification that Carnegie Investment Bank AB (publ) (“Carnegie”), acting as stabilising manager in the Offering, has today decided to fully exercise the over-allotment option granted by Halma Ventures Limited (“Halma”).

Carnegie will purchase 922,052 shares in the Company from Halma in accordance with the over-allotment option agreed in connection with the Offering at the subscription price in the Offering.

Halma has sold in the Offering a total of 1,900,680 shares in the Company, including the shares sold by exercise of the over-allotment option. After exercising the over-allotment option, Halma does not own any shares in the Company.

No stabilisation measures have been carried out since the listing and as a result of the share price development, Carnegie has decided to terminate the stabilisation period.

Further enquiries

Lars Lindqvist, CFO, Optomed Plc, lars.lindqvist@optomed.com

Sakari Knuutti, CLO, Optomed Plc, sakari.knuutti@optomed.com

Distribution

Nasdaq Helsinki Ltd

Principal media

www.optomed.com

Optomed in Brief 

Optomed is a Finnish medical technology company and one of the leading providers of handheld fundus cameras. Optomed combines handheld screening devices with software and artificial intelligence with the aim to transform the diagnostic process of blinding eye-diseases such as rapidly increasing diabetic retinopathy. In its business Optomed focuses on eye-screening devices and software solutions related R&D in Finland and sales through different channels in over 60 countries. The company has an extensive portfolio of 52 international patents protecting the technology. In 2018, Optomed’s revenue reached EUR 12.7 million and pro forma revenue with the acquisition of Commit; Oy amounted to EUR 14.5 million. At the end of September 2019, Optomed employed 105 professionals.

Disclaimer

It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, New Zealand, Singapore, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.

This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. Optomed Plc (the “Company”) does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

The issue and/or sale of securities in connection with the listing on the official list of Nasdaq Helsinki Ltd (the “Listing”) are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company, Carnegie Investment Bank AB (publ) (“Carnegie”) and Swedbank AB (publ) (“Swedbank”) assume no responsibility in the event there is a violation by any person of such restrictions.

In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Finland or Sweden, where Regulation (EU) 2017/1129 (the “Prospectus Regulation”) is applicable (each, a “Relevant Member State”), will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. As a result, the securities may only be offered in Relevant Member States (a) to “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Managers to publish or supplement a prospectus for such offer.

The information contained in this announcement is for informational purposes only and does not purport to be full or completed. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change. 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 by the Company and available on the Company’s website www.optomed.com/ipo.

This announcement includes forward-looking statements, which include statements regarding the Company’s business strategy, financial condition, profitability, results of operations, market data, and plans and objectives of the management of future operations and goals, as well as other statements that are not historical facts. Words such as “believe,” “anticipate,” “plan,” “expect,”, “intend”, “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should,” “aim,” “continue,” “could,” “guidance,” “may,” “potential,” “will,” as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.

Carnegie and Swedbank are acting exclusively for the Company and the Selling Shareholders 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 their 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 Carnegie or Swedbank and neither Carnegie nor Swedbank accept liability for this information included in this announcement.

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