poLight ASA: Contemplated Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

(Horten, 13 September 2021) poLight ASA (“poLight” or the “Company“) has engaged Pareto Securities AS (the “Manager“) to advise on and effect a contemplated private placement of new shares, after the close of trading on Oslo Børs today (the “Private Placement“).

The Private Placement is directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirement in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

Through the Private Placement, the Company is offering between 636,364 and 909,091 new shares (the “Offer Shares“) in the Company at a set subscription price of NOK 110 to raise gross proceeds between NOK 70 million and NOK 100 million. The total size of the Private Placement, and allocation of shares in the Private Placement will be determined by the Company’s board of directors following an accelerated bookbuilding process. The bookbuilding period commences today at 16:30 CEST and will close at 08:00 CEST tomorrow, 14 September 2021. The bookbuilding may, at the discretion of the Company and the Manager, close earlier or later and may be cancelled at any time and consequently, the Company may refrain completing the Private Placement. The Company will announce the final number of Offer Shares placed and the final subscription price in the Private placement in a stock exchange announcement expected to be published before the opening of the Oslo Børs tomorrow, 14 September 2021. Completion of the Private Placement is subject to final approval by the Company’s Board of Directors.

The net proceeds of the Private Placement will be used to accelerate organic growth, as well as for general corporate purposes.

Issuance of the new shares in connection with the Private Placement is conditional upon (i) all the corporate resolutions of the Company required to implement the issue of the Offer Shares, including the issuance of shares by the board of directors of the Company based on the authorisation to increase the Company’s share capital granted by the Company’s general meeting on 26 May 2021 and (ii) payment being received for the Offer Shares (together the “Conditions“).

The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company, that are already admitted to trading on Oslo Børs, pursuant to a share lending agreement between the Company, Investinor Direkte AS and the Manager in order to facilitate delivery of shares admitted to trading to investors on a delivery versus payment basis. The Offer Shares will be tradable from allocation. The Manager will settle the share loan with a corresponding number of new shares in the Company to be issued by the Board of Directors pursuant to its authorization to increase the share capital.

The Company’s Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and is of the opinion that the contemplated transaction is in compliance with these requirements. The share issuance will be carried out as a private placement in order to complete a transaction in an efficient manner. Further, the Company contemplates to carry out a repair issue directed towards eligible shareholders who (i) were not invited to subscribe for shares in the pre-sounding of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, or (iii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. On this basis and based on an assessment of the current equity markets, the Company’s Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders’ preferential rights will be deviated from.For further information on the Company, please refer to the Company Presentation as of 13 September 2021 attached hereto.

poLight – Company Presentation (September 2021).pdf

Advokatfirmaet CLP DA acts as Norwegian legal counsel in connection with the Private Placement.

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

This information is considered to be inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Alf Henning Bekkevik, CFO, poLight ASA, on 13 September 2021 at 16.30 CEST.

Important information:

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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that 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 2017/1129 as amended together with any applicable implementing measures in any 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 believes 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 its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in demand for the Company’s products, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, 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 provide any guarantees 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 document.

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 in the Company. Neither the Company, the Manager nor any of their respective affiliates accepts any liability arising from the use of this announcement.

poLight - Company Presentation September 2021