Silmäasema Oyj announces the preliminary price range for its planned initial public offering and further information about the listing of its shares on the Nasdaq Helsinki Ltd main market

Press Release 26 May 2017, at 10 am

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 ("Silmäasema" or the "Company") announces the preliminary price range for the share issue and the share sale in connection with its planned initial public offering ("IPO" or "the Offering"). The Company announced on 15 May 2017 that it is planning an initial public offering and listing of its shares on the Nasdaq Helsinki Ltd's (the "Helsinki Stock Exchange") main market.

The IPO in brief:

• The preliminary price range of the Offering is 6.20-7.60 euros per share (the "Preliminary Price Range").
   
• The Company aims to raise gross proceeds of approximately EUR 35 million by offering new shares of the Company (the "New Shares") for subscription (the "Share Issue"). The number of New Shares to be issued will be determined based on the final subscription price per share for the Offer Shares (as defined below) (the "Final Subscription Price").
   
• The Company would issue 5,077,464 New Shares assuming that the Final Subscription Price would be at the mid-point of the Preliminary Price Range and that the persons subscribing for shares in Silmäasema's Personnel Offering (as defined below) would subscribe for a total of 50,000 New Shares in the Personnel Offering (as defined below) at the discount applicable to such New Shares.
   
• The market capitalisation of the Company based on the Preliminary Price Range is approximately EUR 92-105 million assuming that the Company collects gross proceeds of approximately EUR 35 million.
   
• Intera Fund II Ky ("Intera") and certain other existing shareholders of the Company (together with Intera, the "Sellers") will offer for purchase initially a maximum of 3,100,000 existing shares of the Company (the "Sale Shares" and together with the New Shares, the "Offer Shares") (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 operating at Silmäasema, entrepreneur opticians and franchisees (the "Personnel Offering"). Only New Shares will be offered in the Personnel Offering and a lower subscription price than the Final Subscription Price will be applied in the Personnel Offering. However, the discount on the market 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 (Finnish Income Tax Act Section 66). 
   
• The Offer Shares represent a maximum of 57.5 per cent of the Company's Shares (the "Shares") and all votes in the Company after the Share Issue without the Over-allotment Option (as defined below) (with the Over-allotment Option approximately 66.1 per cent) assuming that the Sellers sell the maximum amount of Sale Shares and that the Company issues 5,077,464 New Shares. The number of New Shares is calculated assuming that the Final Subscription Price for the New Shares would be at the mid-point of the Preliminary Price Range and that the persons eligible to participate in the Personnel Offering would subscribe for a total of 50,000 New Shares at the discount applicable to such New Shares in the Personnel Offering.
   
• The value of the IPO based on the Preliminary Price Range is approximately EUR 62.4 - 67.3 million assuming that the Company collects gross proceeds of approximately EUR 35 million, the Sellers sell 3,100,000 Sale Shares in the Share Sale and assuming that the Over-allotment Option (as defined below) is exercised in full.
   
• Before the IPO, Intera holds approximately 68 per cent of the Shares, the Board of Directors and the members of the management team holds approximately 11 per cent in total and other shareholders approximately a total of 21 per cent of the Shares. The members of the Board of Directors and the management team will not sell Shares in the Share Sale.
   
• If the IPO is implemented as planned, Intera will hold approximately 25.3 per cent of the Company's Shares and votes in the Company immediately after the IPO (the amount of New Shares is calculated assuming that the subscription price of the New Shares is in the mid-point of the Preliminary Price Range and 50,000 New Shares are subscribed for in the Personnel Offering at a lower subscription price applied to such New Shares).
   
• The Company has appointed Nordea Bank AB (publ), Finnish branch to act as the Global Coordinator and Bookrunner in the IPO (the "Global Coordinator") and OP Corporate Bank plc  to act as the Bookrunner in the IPO ("Bookrunner" and together with the Global Coordinator, "Joint Bookrunners").
   
• In the event of an oversubscription, Intera and the Global Coordinator may additionally agree on that the Global Coordinator has a right, exercisable within 30 days from commencement of trading in the Company's shares on the Helsinki Stock Exchange, to purchase up to 1,312,524 Shares to cover the oversubscription situation (the "Over-allotment Option"). The Additional Shares correspond to approximately 13.4 per cent of the Shares and votes before the Offering and approximately 8.6 percent after the Offering, assuming that the Company issues 5,077,464 New Shares (the number of New Shares is calculated assuming that the Final Subscription Price for the New Shares would be at the mid-point of the Preliminary Price Range and that the persons eligible to participate in the Personnel Offering would subscribe for a total of 50,000 New Shares at the discount applicable to such New Shares in the Personnel Offering).
• The subscription period for the Public Offering will commence on 29 May 2017 at 10 a.m. and end at the latest on 6 June 2017 at 4 p.m.
• The subscription period for the Institutional Offering will commence on 29 May 2017 at 10 a.m. and end at the latest on 8 June 2017 at 12 p.m.
• The subscription period for the Personnel Offering will commence on 29 May 2017 at 10 a.m. and end at the latest on 6 June 2017 at 4 p.m.
• Trading in the Shares on the Helsinki Stock Exchange is expected to commence on the pre-list of the Helsinki Stock Exchange or about 9 June 2017 and the main market on or about 13 June 2017 under the trading code "SILMA".

CEO Pasi Kohmo:

"During the past years, Silmäasema has grown strongly: during the years 2012-2015 the average annual growth of the net sales was 12.5 per cent. In 2015, our net sales grew by 8.6 per cent. In addition, our profitability has developed favorably. Through the listing, Silmäasema proceeds to the next phase in which we will continue executing on our growth strategy. Our target is to be the market leader in optical retail and in eye clinic operations related to eye healthcare, including cataract and refractive surgeries. "

Chairman of the Board Juha Saarinen:

"Silmäasema operates in growing markets and is at a very interesting development phase. The management has developed the business of the Company in a determined way and strengthened Silmäasema's position as a unique player in vision and eye healthcare market in Finland. I believe that Silmäasema is ready take the next step and in my view, the listing would support the achievement of the Company's growth targets. "

Member of the Board of Silmäasema and Chairman of the Board of Intera Tuomas Lang:

"Intera invested in Silmäasema three years ago and during that time, the business and financial performance of the Company have developed steadily and in a favourable direction. Now that the listing is possible and the Company has an excellent future ahead, we have done most of our work. Silmäasema has a very good basis to further increase its relative market share in optical retail and strengthen its market leadership in different eye healthcare segments. Intera will remain as a significant shareholder in the Company also after the listing. "

Background and reasons for listing

The listing of the Shares is expected to improve awareness of Silmäasema among its present and potential new customers, cooperation partners and employees. The IPO provides access to capital markets for the Company, expansion of its ownership base and increase in liquidity of its Shares. In addition, the listing gives the present shareholders a possibility to trade their shares on market terms. The listing of the Shares also enables the Company to offer market-based incentive programs to its key employees and to strengthen its image as an employer.

The proceeds from the IPO are intended to be used for supporting of the Company's growth strategy and strengthening of the Company's capital structure, including partial repayment of Company's bank loans as well as repayment of the shareholder loans and related accrued interests.

The listing and publication of the Finnish language prospectus

The Company's shares are not subject to public trading before the IPO. The Company will apply for listing of the Company's shares on the main market of Helsinki Stock Exchange. Trading in the Shares is expected to commence on the pre-list of the Helsinki Stock Exchange or about 9 June 2017 and the main market on or about 13 June 2017.

The Company has submitted a Finnish language prospectus for approval by the Finnish Financial Supervisory Authority. The Finnish language prospectus is expected to be approved on or about 26 May 2017. The Finnish language prospectus and the Finnish language marketing brochure are available through Silmäasema's website www.silmaasema.fi/listautuminen on 29 May 2017 before the commencement of the subscription period. The English language document of the Finnish language Prospectus is available at www.silmaasema.fi/IPO on 29 May 2017. Additionally, the Finnish language prospectus is available in print on or about 29 May 2017 at the Company's headquarters (Atomitie 5 A, FI-00370 Helsinki, Finland), Nordea Bank AB (publ), Finnish Branch's branch offices, branch offices of OP Financial Group's cooperative banks as well as at the service point of Helsinki Stock Exchange (Fabianinkatu 14, FI-00100 Helsinki, Finland).

Further information about the IPO and places of subscription is available on the websites at www.silmaasema.fi/IPO, www.nordea.fi and www.op.fi/merkinta as well as at the Nordea Bank AB (publ), Finnish Branch's branch offices and branch offices of OP Financial Group's cooperative banks.

Important Dates

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.

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.

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, juha.saarinen@silmaasema.fi

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.