The IPO of Silmäasema Oyj has been oversubscribed and the final subscription price is EUR 6.90 per share
Stock Exchange Release 8 June 2017, at 3 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.
The Board of Directors of Silmäasema Oyj ("Silmäasema" or "the Company") have today decided together with Intera Fund II Ky ("Intera"), acting on behalf of the sellers (as defined below), on the completion of the initial public offering of Silmäasema. The final subscription price of the shares (the "Final Subscription Price") in the offering (as defined below) is EUR 6.90 per offer share (as defined below), corresponding to a market capitalization of approximately EUR 98 million immediately following the offering (as defined below). Demand in the offering (as defined below) was strong and the offering was oversubscribed multiple times. Trading in the Company's shares (as defined below) is expected to start on the Helsinki Stock Exchange pre-list on or about 9 June 2017.
Silmäasema will issue 5,099,057 new shares in the Company (the "New Shares") (the "Share Issue"), corresponding to approximately 35.8 per cent of the total number of the Company's shares outstanding after the offering. In addition, Intera Fund II Ky and certain other shareholders of the Company (together with Intera, the "Sellers") will sell 3,100,000 existing shares in the Company (the "Sale Shares", and together with the New Shares, the "Offer Shares") (the "Share Sale", and together with the Share Issue, the "Offering" or the "IPO").
1,000,000 New Shares will be issued to private individuals and entities in Finland (the "Public Offering") and 8,162,980 shares will be allocated to institutional investors in Finland and internationally (the "Institutional Offering"), assuming full exercise of the over-allotment option (as defined below). The Institutional Offering drew significant interest from high quality Finnish and international investors, and was oversubscribed multiple times. The Public Offering attracted strong interest and was six times oversubscribed. The commitments given in the Public Offering will be accepted in full for up to 100 New Shares and approximately 10.8 per cent of the subscription commitments exceeding this amount.
In addition, Silmäasema will issue 265,935 New Shares to the members of the Board of Directors of Silmäasema and employees of Silmäasema in a direct employment until the end of the subscription period 6 June 2017 as well as independent ophthalmologists, entrepreneur opticians and franchisees (the "Personnel Offering"). The subscription price per share in the Personnel Offering is 10 per cent lower than the Final Subscription Price, i.e., EUR 6.21 per Offer Share. However, the discount on the Final Subscription Price of the New Shares for the independent ophthalmologists, entrepreneur opticians and franchisees taking part in the employee share issue is not tax-exempt in any aspect under the employee share issue provision (Chapter 4, Section 66 of the Finnish Income Tax Act). As a result of oversubscription, the Board of Directors of the Company have decided to increase the number of the New Shares to be offered in the Personnel Offering from the preliminary maximum of 50,000 to 265,935 New Shares mentioned above. The commitments given in the Personnel Offering will be accepted in full.
The Company will receive gross proceeds of approximately EUR 35 million from the Offering and the Sellers will receive gross proceeds of approximately EUR 30 million assuming full exercise of the over-allotment option (as defined below). The total number of the Company's outstanding shares will increase to 14,248,805 shares after the New Shares offered in the Offering are registered in the Trade Register on or about 8 June 2017. The number of shareholders after the Offering will increase to more than 5,500 shareholders.
The shares subscribed for in the Public Offering and the Personnel Offering are expected to be recorded in the book-entry accounts of investors who made approved commitments on or about the first banking day after the pricing, i.e., on or about 9 June 2017. The Shares subscribed for in the Institutional Offering are expected to be ready to be delivered against payment through Euroclear Finland Ltd on or about 13 June 2017.
A confirmation letter regarding the approval of the commitments will be sent on or about 13 June 2017 to all investors who have submitted their commitments in the Public Offering and the Personnel Offering. Any excess payments made in connection with the commitments will be refunded to investors' bank accounts approximately on the fifth banking day after the pricing, i.e., on or about 15 June 2017. If the investor's bank account is in a different financial institution to the subscription place, the refund will be paid into a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two banking days thereafter.
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 ISIN code of the shares is FI4000243399 and the share trading code is "SILMA".
Intera and Nordea Bank AB (publ), Finnish branch ("Nordea" or the "Global Coordinator"), in its capacity as Global Coordinator, may agree that Intera shall give the Global Coordinator an over-allotment option exercisable within 30 days from the commencement of trading of the shares on the Helsinki Stock Exchange (which is estimated to occur between 9 June 2017 and 8 July 2017), to purchase or to procure purchasers for a maximum of 1,229,858 shares solely to cover over-allotments (the "Over-Allotment Option"). The shares included in the Over-Allotment Option represent approximately 15.0 per cent of the Offer shares and votes.
Nordea as stabilisation manager (the "Stabilisation Manager"), may, to the extent permitted by applicable law may, within 30 days from commencement of trading in the Shares on the Helsinki Stock Exchange (which is estimated to occur between 9 June 2017 and 8 July 2017), engage in measures that stabilize, maintain or otherwise affect the price of the 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 Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures. The Stabilisation Manager may sign a share lending agreement with Intera related to stabilisation.
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.
CEO Pasi Kohmo
"We at Silmäasema are extremely happy and satisfied of the great investor interest towards Silmäasema's IPO. I would like to thank all of the new shareholders who participated in our offering. The over 40-years old Silmäasema has grown profitably during the past years, and the IPO gives us even better possibilities to continue to successfully carry out our growth strategy also in the future. Our goal is to be the market leader in optical retail and in eye clinic operations related to eye healthcare, including cataract and refractive surgeries. From this day forward, we continue our persistent and determined work towards achieving our goals."
Chairman of the Board Juha Saarinen
"In the initial public offering, Silmäasema raised in total EUR 35 million of new capital. The raised proceeds are intended to be used to strengthen the company's capital structure and support the company's growth strategy, in the center of which is developing the store and clinic network, strengthening the like-for-like growth and improving profitability. As a result of the IPO, Silmäasema has over 5,500 new shareholders and I wish to welcome all of these shareholders in joining the unique growth story of Silmäasema."
Member of the Board of Silmäasema and Chairman of the Board of Intera Tuomas Lang:
"Silmäasema is exactly the type of growing and developing healthcare services company that Finland needs. Thus it is great to be able to be part of listing Silmäasema to the Stock Exchange. We, at Intera, remain as a significant shareholder of the company also after the listing and have confidence in the future."
Pasi Kohmo, CEO, Silmäasema, +358 50 331 7015, firstname.lastname@example.org
Kati Räihä, Director, Marketing and Communications, Silmäasema, +358 50 416 6764, email@example.com
Juha Saarinen, Chairman of the Board, Silmäasema, +358 40 513 9573, firstname.lastname@example.org
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 per cent 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.
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.