The IPO of Optomed Plc has been oversubscribed and the listing will be completed as planned

OPTOMED PLC          STOCK EXCHANGE RELEASE                      4 December 2019 at 1.45 p.m.

The IPO of Optomed Plc has been oversubscribed and the listing will be completed as planned

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 of Optomed Plc (“Optomed” or the “Company”) has today decided together with the Selling Shareholders (as defined below) on the completion of the Offering (as defined below). The subscription price for the Offer Shares (as defined below) was EUR 4.50 per share, which in total corresponds to a market capitalisation of the Company of approximately EUR 60 million immediately following the Offering. Trading of the Company’s shares is expected to commence on the prelist of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on or about 5 December 2019 and on the official list of Nasdaq Helsinki on or about 9 December 2019 (the “Listing”).

Optomed will issue in the share issue (the “Share Issue”) a total of 4,444,444 new shares in the Company (the “New Shares”), corresponding to approximately 33.7 percent of the Company’s outstanding shares and votes after the Share Issue. In addition, Aura Capital Oy, Halma Ventures Limited (“Halma”) and certain other existing shareholders in the Company (the “Selling Shareholders”) have decided, in accordance with the terms and conditions of the Offering, to increase the Offering and to sell 1,702,575 shares in the Company (the “Sale Shares”) (the “Share Sale”, and together with the Share Issue the “Offering”). Unless the context indicates otherwise, the New Shares, the Sale Shares and the Additional Shares (as defined below) are referred together herein as the “Offer Shares”.

624,871 Offer Shares will be allocated to private individuals and entities in Finland and Sweden (the “Public Offering”) and 6,444,200 Offer Shares will be allocated in private placements to institutional investors in Finland and internationally, assuming the full exercise of the Over-Allotment Option (as defined below). All offers and sales outside United States have been made in offshore transactions in compliance with Regulation S under the U.S. Securities Act. The commitments given in the Public Offering will be accepted in full for up to 200 Offer Shares and for approximately 10 percent of the subscription commitments exceeding this amount. The Commitments given in the Public Offering by all permanent employees of the Company during the subscription period in Finland, the members of the Board of Directors within the EEA and the CEO of Optomed (the “Personnel”), as well as companies controlled by them, will be accepted in full for up to 490 Offer Shares and for approximately 10 percent of the subscription commitments exceeding this amount.

The Company will receive gross proceeds of EUR 20 million from the Offering before deduction of the costs relating to the Listing, and the Selling Shareholders will receive gross proceeds of approximately EUR 9 million assuming that all Sale Shares are sold and that the Over-Allotment Option is fully exercised. The total number of the Company’s outstanding shares amounts to 13,192,144 shares and the total number of the Company’s registered shares amounts to 14,003,144 after the registration of the New Shares with the Trade Register (on 5 December 2019). The total number of shareholders will increase to over 2,300 shareholders after the Offering.

Offer Shares issued in the Public Offering will be recorded on or about 5 December 2019 in the book-entry accounts of investors who have made an approved commitment. In the Institutional Offering, the Offer Shares will be ready to be delivered against payment on or about 9 December 2019 through Euroclear Finland Oy.

A confirmation letter regarding the approval of commitments and allocation of the Offer Shares will be sent out as soon as possible and on or about 20 December 2019 at the latest to all investors who have submitted their commitments in the Public Offering. Any excess payments made in connection with the commitments will be refunded to investors’ bank accounts approximately five (5) business days after the decision on the completion of the Offering took place (i.e. on or about 13 December 2019). If an investor’s bank account is in a different bank than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter.

Trading of the Company’s shares is expected to commence on the prelist of Nasdaq Helsinki on or about 5 December 2019, and on the official list on or about 9 December 2019. The share trading code of the shares is “OPTOMED” and ISIN code FI4000410881.

In accordance with all applicable laws and rules, Halma and Carnegie Investment Bank AB (“Carnegie”) (the “Stabilising Manager”) have agreed that Halma shall give the Stabilising Manager an Over-Allotment Option exercisable within 30 days from the commencement of trading of the Company’s shares on the prelist of Nasdaq Helsinki, which period is estimated to occur between 5 December 2019 and 3 January 2020 (the “Stabilisation Period”), to purchase or to procure purchasers for a maximum of 922,052 additional shares (the “Additional Shares”) solely to cover the over-allotment (the “Over-Allotment Option”). The Additional Shares represent approximately 7.0 percent of the Company’s outstanding shares and votes after the Offering.

Within the Stabilisation Period, the Stabilising Manager may, but is not obligated to, engage in measures which stabilise, maintain or otherwise affect the price of the Company’s shares. Any stabilisation measures will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (“Market Abuse Regulation”) and the Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regards to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures. The Stabilisation Manager and Halma may sign a share lending agreement in connection with the Listing related to the settlement and stabilisation.

Carnegie is acting as the sole global coordinator and bookrunner (the “Sole Global Coordinator”) in the Offering, and Swedbank AB (publ) in co-operation with Kepler Cheuvreux as the joint bookrunner (together with the Sole Global Coordinator, the “Managers”). Hannes Snellman Attorneys Ltd is acting as the legal advisor to the Company. White & Case LLP is acting as the legal adviser to the Managers.

Seppo Kopsala, CEO of Optomed:

“We are extremely happy and proud of the wide interest expressed in our initial public offering. Optomed is a Finnish medical technology company in expansion phase and one of the leading providers of handheld fundus cameras. The purpose of our offering was to raise funds to implement our growth strategy, to strengthen the Company’s recognition and to increase the liquidity of our shares. With the offering, Optomed received over 2,300 new owners, and our shares were subscribed by Finnish and international institutional investors and private investors in Finland and Sweden. The successful offering serves as a solid base to continue our work on the global challenge of diabetic retinopathy. We are passionate about developing unique technological innovations, which enable eye screenings for anyone in need globally. We want to warmly thank everyone involved in our offering for their trust and willingness to take part in our growth story.”

Further enquiries

Seppo Kopsala, CEO, Optomed Plc, tel. +358 40 555 1050, seppo.kopsala@optomed.com

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 contemplated 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.

The IPO timetable, including the date of admission of the shares to the official list of the Nasdaq Helsinki Ltd, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the IPO will proceed and that the Listing will occur and you should not base your financial decisions on the Company’s intentions in relation to the IPO and Listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the IPO. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the IPO for the person concerned.

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.

Subscribe