NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to previous stock exchange announcements from poLight ASA
("poLight" or the "Company") regarding the Company's partially underwritten
rights issue of minimum 56,313,623 new shares and maximum 69,305,075 new shares
(the "Offer Shares"), to raise gross proceeds of up to NOK 160 million (the
"Rights Issue"), of which an underwriting consortium has agreed to underwrite
subscription of new shares for gross proceeds of NOK 130 million.
Pursuant to the underwriting agreement for the Rights Issue, dated 22 March
2024, the Underwriters are entitled to an underwriting commission of 10% of the
respective underwriter's underwriting obligations, which shall be settled either
by; (i) cash payment, or (ii) delivery of new shares in the Company (the "Fee
Shares"). Following the expiry of the subscription period for the Rights Issue,
the Company has been informed that 16 underwriters, who jointly held
underwriting obligations in the amount of NOK 67,600,000, wish to receive their
underwriting commission by delivery of Fee Shares. Consequently, these
underwriters are entitled to receive 2,928,299 Fee Shares as settlement for the
underwriting commission. The other underwriters will receive their underwriting
commission in cash.
On the background described above, the Company's board of directors has today
resolved to increase the share capital in connection with the issuance of the
Fee Shares. The share capital increase has been resolved pursuant to the Board
authorization to increase the share capital that was granted at the Company's
ordinary general meeting held on 24 May 2023.
The Fee Shares are expected to be delivered to the relevant underwriters
simultaneously as the Offer Shares, currently expected on or about 22 May 2024.
Advisers:
Pareto Securities AS has been retained by the Company to act as manager and
bookrunner for the Rights Issue.
Advokatfirmaet CLP DA is acting as legal adviser to the Company in connection
with the Rights Issue.
Further information from:
Dr. Øyvind Isaksen, CEO, poLight ASA: +47 90 87 63 98
About poLight ASA
poLight offers a new autofocus lens which "replicates" the human eye for use in
devices such as smartphones, wearables, barcode, machine vision systems and
various medical equipment. poLight's TLens enables better system performance and
new user experiences due to benefits such as extremely fast focus, small
footprint, no magnetic interference, low power consumption and constant field of
view. poLight is based in Horten, Norway, with offices in Finland and China and
representation in France, UK, US, Taiwan, Korea and Japan. For more information,
please visit https://www.polight.com
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures. Any offering of the securities referred to in
this announcement will be made by means of a prospectus approved by the
Financial Supervisory Authority of Norway and published by the Company.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
prospectus.
This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or other
jurisdiction in the United States and may not be offered, sold, pledged or
otherwise transferred within the United States. The Company does not intend to
register any part of the offering in the United States or to conduct a public
offering of securities in the United States.
In any member state of the European Economic Area (each, an "EEA Member State"),
this communication is only addressed to and is only directed at qualified
investors in that EEA Member State within the meaning of the Prospectus
Regulation, i.e., only to investors who can receive the offer without an
approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any EEA Member State).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling 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 announcement 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 communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies, and other important factors could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. The Company does not
make any guarantee that the assumptions underlying the forward-looking
statements in this announcement are free from errors nor does it accept any
responsibility for the future accuracy of the opinions expressed in this
announcement or any obligation to update or revise the statements in this
announcement to reflect subsequent events. You should not place undue reliance
on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.
In connection with the Rights Issue, the Manager and any of its affiliates,
acting as investors for their own accounts, may subscribe for or purchase shares
and in that capacity may retain, purchase, sell, offer to sell or otherwise deal
for their own accounts in such shares and other securities of the Company or
related investments in connection with the Rights Issue or otherwise.
Accordingly, references in any subscription materials to the shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by, the Manager and any of its affiliates acting as investors for
their own accounts. The Manager does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.