2017-06-08 14:00:34 CEST

2017-06-08 14:00:34 CEST


REGULATED INFORMATION

English Finnish
Silmäasema Oyj - Inside information

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."

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,  +358 40 513 9573,
juha.saarinen@silmaasema.fi

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.

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.




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