Inside information: Optomed Plc successfully completes directed share issue raising approximately EUR 7.9 million

OPTOMED PLC INSIDE INFORMATION   26 June 2024, at 9.30 p.m. EEST

Inside information: Optomed Plc successfully completes directed share issue raising approximately EUR 7.9 million

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.

The Board of Directors (the “Board”) of Optomed Plc (“Optomed” or the “Company”) has decided in its meeting today, 26 June 2024, by virtue of the authorisation granted by the Annual General Meeting of the Company on 10 May 2024, to issue up to 1,500,000 new shares in the Company (the “Shares”) to a limited number of Finnish and international institutional and qualified investors in deviation of the pre-emptive subscription rights of the shareholders (the “Share Issue”). The Share Issue was also directed to certain current shareholders of the Company in order to ensure the successful completion of the Share Issue.

The Company announced on 30 April 2024 that it has received clearance from the United States Food and Drug Administration (FDA) to market and sell the handheld AI fundus camera Optomed Aurora AEYE in the United States. To the knowledge of the Company, it is the first commercial actor to have FDA clearance for a handheld AI fundus camera. According to the assessment of the Company’s Board, the medical and health related business is going through a rapid transformation towards further digitalisation and the exploitation of AI. According to the Company, it is important to aim to utilise its position in business development.

According to the assessment of the Company, the Share Issue supports the Company’s target best compared to other equity financing options. The Board has considered other financing options, including various capital market financing options. According to the assessment of the Board, the other alternatives involved significant costs, timetable requirements as well as uncertainties related to the implementation which are not in the interest of the Company and its shareholders when taking into account the Company’s capital needs and the need for rapidly developing the Company’s business to utilise its market position. Therefore, the Board of the Company has considered that there is a weighty financial reason for the Company to deviate from the pre-emptive subscription rights, and according to the Board of the Company, the Share Issue is in the interest of the Company and its shareholders. The Board has accepted the terms and conditions of the Share Issue and the subscriptions made in accordance with the terms and conditions of the Share Issue.

A total of 1,500,000 Shares were subscribed for in the Share Issue. The Company expects to receive gross proceeds of approximately EUR 7.9 million as a result of the Share Issue. The investors include Finnish and international qualified and institutional investors.

The subscription price was EUR 5.25 per Share. The subscription price represents a discount of approximately 13.8 per cent compared to the closing price of the Company’s share on 26 June 2024. The subscription price has been determined through negotiations corresponding to a bookbuilding, involving a limited number of institutional and qualified investors. The investors have been identified on the basis of their investment potential, expertise in the Company and its industry, and knowledge of the Finnish market. The purpose of the procedure has been to ensure the realisation of the financing arrangement and the subscription price being market based. The subscription price will be credited in full to the Company’s reserve for invested unrestricted equity.

Petri Salonen, Optomed Chairman comments:

“These funds help us to start the company’s new AI algorithm initiatives and finance company’s sales strengthening US commercialization activities. Furthermore, they also enable us to continue expanding our product, service and AI offering according to our strategy.”

After the subscribed Shares have been registered in the Finnish Trade Register, the number of shares in the Company is expected to be 19,630,397. The subscribed Shares correspond to approximately 8.3 per cent of all of Optomed’s shares and votes immediately prior to the Share Issue and to approximately 7.6 per cent after the Share Issue.

The Shares will be registered in the Finnish Trade Register on or about 1 July 2024, and trading in the Shares together with the existing shares is expected to commence on Nasdaq Helsinki Ltd on or about 1 July 2024.

Further enquiries

Juho Himberg, CEO, juho.himberg@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 cameras 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.

APPENDIX 1: TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE

TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE

The Board of Directors of Optomed Plc (the “Company”) has in its meeting of 26 June 2024, by virtue of the authorisation granted by the Annual General Meeting of the Company on 10 May 2024, resolved that the Company shall issue up to 1,500,000 new shares of the Company (the “Shares”) by a directed share issue. The Shares will be issued on the following terms and conditions:

1. Subscription

Up to 1,500,000 new Shares shall be issued in the share issue. The Shares are offered to be subscribed for by institutional and qualified investors obtained by the manager of the share issue, UB Asset Management Ltd, in deviation from the pre-emptive subscription rights of the shareholders set forth in Chapter 9, Section 3 of the Finnish Companies Act.

2. Subscription price and its entry into balance sheet

The subscription price for the Shares is EUR 5.25 per Share. The subscription price for the Shares has been determined through negotiations corresponding to a bookbuilding, involving a limited number of institutional and qualified investors. In the subscription price determination, the recent market trading, investor feedback and subscription indications received by the manager have been taken into account. The Board of Directors of the Company has considered the subscription price to represent the fair value of the Shares from the point of view of the Company and all its shareholders.

The subscription price will be credited in full to the Company’s reserve for invested unrestricted equity.

3. Place of subscription

The subscription shall be made during the meeting of the Board of Directors of the Company on 26 June 2024. The Company reserves the right to reject, partly or entirely, any subscription made if the subscription has not been made in accordance with these terms and conditions. No interest shall be paid to funds returned by the Company in case a subscription is partly or entirely rejected.

4. Terms of payment

The subscription price of the Share shall be paid at the latest on 28 June 2024, 12:00 a.m. EEST, in accordance with the approval of the allocation by the Board of Directors of the Company, unless the Board of Directors of the Company in its discretion resolves to grant an extension to the payment period.

5. Right to dividend and other rights

The Shares carry a right to dividend and other shareholder rights as from the date they are registered with the Finnish Trade Register and entered into the book-entry system maintained by Euroclear Finland Oy.

6. Reasons for deviating from the pre-emptive subscription rights of the shareholders

According to the assessment of the Company, the share issue supports the Company’s business development objective best compared to other equity financing options. The Board of Directors has considered other financing options, including various capital market financing options. According to the assessment of the Board of Directors, the other alternatives involved significant costs, timetable requirements as well as uncertainties related to the implementation which are not in the interest of the Company and its shareholders when taking into account the Company’s capital needs and the need for rapidly developing the Company’s business to utilise its market position. Therefore, the Board of Directors of the Company has considered that there is a weighty financial reason for the Company to deviate from the pre-emptive subscription rights, and according to the Board of Directors of the Company, the share issue is in the interest of the Company and its shareholders.

7. Registration of shares to book-entry accounts and trading

The Shares subscribed for in the share issue shall be issued as book-entries in the book-entry system maintained by Euroclear Finland Oy.

The Shares are expected to be registered with the Finnish Trade Register on or about 1 July 2024. The new Shares are freely transferable.

The Company will apply for filing of the new Shares, subscribed through the share issue, to be listed on the official list of Nasdaq Helsinki Ltd and traded equally with the other shares of the Company.

8. Other terms

The share issue shall be governed by the laws of Finland. Any disputes arising in connection therewith shall be settled by a court of competent jurisdiction in Finland.

The Board of Directors of the Company will decide on other matters related to the share issue and practical arrangements resulting therefrom.

Important notice

Forward-Looking Statements

This release contains forward-looking statements, including, without limitation, statements regarding Optomed’s strategy, business plans and focus. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this release, including, without limitation, any related to Optomed’s business, operations, supply chain, strategy, goals and anticipated timelines and competition from other companies. Optomed cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Optomed disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. Any forward-looking statements contained in this release represent Optomed’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date.

Important notice

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, 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 in or into any other jurisdiction in which publishing or distributing would be prohibited by applicable law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This release and the Share Issue are only addressed to and directed at persons in member states of the European Economic Area (each a “Relevant State”) who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Qualified Investors. This release should not be acted upon or relied upon in any Relevant State by persons who are not Qualified Investors. For the purposes of this release, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

This release does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This release is only being distributed to and is only directed at persons outside the United Kingdom, or persons in the United Kingdom who are “Qualified Investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) who are (i) investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this release may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This release must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.

This release does not constitute an offer for sale of securities in the United States. The shares may not be offered or sold within the United States absent of registration or an exemption under the U.S. Securities Act 1933 (as amended). The Company has not registered, and it does not intend to register, any portion of the offering in the United States, and it does not intend to conduct a public offering in the United States.

UB Corporate Finance Ltd acts as the Company’s financial adviser and UB Asset Management Ltd as the place of subscription. UB Asset Management Ltd does not recognise any other party as its client and  is not responsible with respect to advice on the Share Issue or any other matter mentioned in this announcement towards any other party than the Company.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to any offering of the Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, UB Asset Management Ltd will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.