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.

(Oslo, 16 April 2020) poLight ASA (“poLight” or the “Company”) has retained ABG Sundal Collier ASA and Arctic Securities AS as joint bookrunners (together the “Managers”) to advise on and effect an undocumented private placement of new shares directed towards Norwegian and international investors after the close of Oslo Stock Exchange today (the “Private Placement”).

In the Private Placement, the Company will raise gross proceeds of NOK 20 – 40 million, by issuance of new ordinary shares (the “Offer Shares”). The subscription price and number of Offer Shares to be issued in the Private Placement will be determined by the Board of Directors of the Company (the “Board”) following an accelerated bookbuilding process. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.

The net proceeds from the Private Placement will be used to finance further growth of the Company and general corporate purposes. Two of the Company’s largest shareholders, Investinor AS (holding 19.82% in poLight) and Stiftelsen Industrifonden (holding 11.68% in poLight), have committed to subscribe for new shares in the Private Placement for approximately NOK 9.435 million and approximately NOK 5.565 million respectively; however so that allocation to Investinor AS does not exceed 49% of the Private Placement.

The bookbuilding and application period for the Private Placement commences today at 16:30 CET and closes 17 April 2020 at 08:00 CEST. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period, or cancel the Private Placement, at their sole discretion and on short notice. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

Allocation of the Offer Shares will be determined at the end of the bookbuilding period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. Notice of allocation of Offer Shares is expected to be sent to the investors on or about 17 April 2020.

The Offer Shares allocated in the Private Placement will be settled through a delivery versus payment transaction on a regular T+2 basis by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending agreement between the Managers, the Company and Investinor AS. The shares delivered to the subscribers will thus be tradable from allocation. The Managers will settle the share loan with new shares in the Company to be issued by the Company’s Board of Directors pursuant to an authorization granted at the Company’s extraordinary general meeting held 28 May 2019.

The Company will announce the final number of shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before opening of trading on the Oslo Stock Exchange tomorrow, 17 April 2020. The settlement date for the new shares is expected to be on or about 21 April 2020. Completion of the Private Placement is subject to final approval by the Board.

The Company 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 waiver of the preferential rights inherent in a private placement is considered necessary in the interest of time and successful completion of the Private Placement. However, subject to completion of the Private Placement, the Board of Directors of the Company will consider to carry out a subsequent offering directed towards existing shareholders in the Company as of the end of trading today, 16 April 2020 (and as registered in the VPS as of the end of 20 April 2020) who 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 who were not allocated shares in the Private Placement (the “Subsequent Offering”). The subscription price in a potential Subsequent Offering will be equal to the subscription price in the Private Placement. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, as well as the subsequent offering considered, the Board of Directors has concluded that the conclusion of the Private Placement on acceptable terms at this time is in the common interest of the shareholders of the Company.

Advokatfirmaet CLP acts as legal advisor to the Company in connection with the Private Placement.

For additional information, please contact:

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, France and China and representation in Taiwan and Korea. For more information, please visit https://www.polight.com

Important Notices

This announcement is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this announcement may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.

This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.

This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates.

The Managers are acting for the Company in connection with the Private Placement and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release.

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 Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This announcement and any materials distributed in connection with this announcement may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.