poLight ASA: Contemplated underwritten rights issue – notice of extraordinary general meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA, HONG KONG 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 the stock exchange announcement made by poLight ASA (“poLight” or the “Company“) on 13 March 2024 regarding a contemplated underwritten rights issue of minimum NOK 100 million. The Company’s board of directors (the “Board“) has today resolved to propose that the Company carries out a share capital raise, by way of an underwritten rights issue, to raise gross proceeds of NOK 160 million, of which subscription for NOK 130 million will be underwritten (the “Rights Issue“).

The net proceeds from the Rights Issue will be used to strengthen the Company’s liquidity into 2026, enabling significant advancements in commercializing poLight’s proprietary and patented tunable optics technology and thus facilitating:

the elevation of customer engagement to secure pivotal design wins and foster strategic relationships with key market players and thereby driving growth across multiple market segments;
the broadening and enhancement of poLight’s product offerings; and
the continued improvement and maturation of poLight’s supply chain to solidify its status as a reliable partner for customers.

The proposed Rights Issue is subject to approval by the Company’s shareholders at an extraordinary general meeting in the Company (the “EGM“). The EGM will be held on 18 April 2024 at 18:30 CEST, at the premises of the Company at Innlaget 5, 3185 Skoppum, Norway. The notice for the EGM, together with attendance and proxy forms, is attached to this stock exchange notice.

The underwriting consortium for the Rights Issue consists of certain existing shareholders and new investors (the “Underwriters“). The terms and conditions of the underwriting is set out in an underwriting agreement dated 22 March 2024 (the “Underwriting Agreement“). Pursuant to, and subject to the terms and conditions set out in the Underwriting Agreement, the Underwriters have undertaken to vote their shares, if any, in favor of the Rights Issue and to guarantee on a pro rata basis (not jointly) to subscribe for the shares offered in the Rights Issue, with a total underwritten amount of NOK 130 million. The Underwriters are entitled to an underwriting commission of 10% of their respective underwriting obligations, which shall be settled, at the Underwriter’s option, by either; (i) cash payment, or (ii) delivery of newly issued shares in the Company.

The subscription price for the new shares to be issued in the Rights Issue, and thus the exact number of new shares and the exact amount of the share capital increase, will be announced through a stock exchange announcement prior to the EGM and then be reflected in the final proposed resolution to the EGM. Pursuant to the Underwriting Agreement, the subscription price in the Rights Issue (the “Subscription Price“) is proposed by the Board to the theoretical ex rights price (“TERP“) based on the volume-weighted average price (VWAP) of the Company’s shares on the Oslo Stock Exchange on the last trading day prior to the EGM (i.e. the trading day ending on 16.30 CEST at the date of the EGM), less a discount of 30%. The final subscription price in the Rights Issue, and thus the exact number of new shares and the exact amount of the share capital increase will, however, be determined by the EGM.

In connection with the Rights Issue, a combined offering and listing prospectus (the “Prospectus“) will be prepared by the Company, which is subject to approval by the Financial Supervisory Authority in Norway (the “NFSA“). The Prospectus will be published prior to the commencement of the subscription period and will form the basis for subscriptions in the Right Issue.

Pursuant to Section 10-4 (1) of the Norwegian Public Limited Companies Act, the shareholders of the Company at the day of the EGM will, subject to applicable law, be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of that date, and will according to the Board’s proposal receive subscription rights proportionate to their existing shareholding as registered in the Company’s shareholder register in Euronext Securities Oslo (“VPS“) at the expiry of trading day two days thereafter. The Underwriters will have a preferential right to subscribe for and be allocated new shares that have not been subscribed for based on allocated or acquired subscription rights. Oversubscription with subscription rights will be allowed, however, there can be no assurance that new shares will be allocated for such subscriptions. Subscription without subscription rights will not be allowed. The Company will apply for admission to trading of the subscription rights on the Oslo Stock Exchange.

The obligations of the Underwriters pursuant to the Underwriting Agreement is subject to satisfaction of certain conditions, including; (i) approval by the EGM of the share capital increase relating to the Rights Issue, and (ii) the Prospectus being approved by the NFSA and published by the Company.

A further description of the Rights Issue and of other circumstances that must be considered upon subscription of shares in the Rights Issue will be included in the Prospectus, which will be published no later than at the commencement of the subscription period and that will constitute the subscription material for the offering.

Advisors:

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.

poLight ASA (OSE: PLT) offers patented, state-of-the-art tunable optics technology, leveraging its proprietary polymer and piezo MEMS technology. Founded in 2005, its first product TLens® replicates “the human eye” experience in autofocus cameras used in applications such as AR/MR devices, smartphones, wearables, webcams and other consumer devices, industrial barcode scanners and machine vision systems, and healthcare applications. With over 160 granted patents, poLight’s technology delivers extremely fast focus, small footprint, ultra-low power consumption, no magnetic interference, and constant field of view, enabling better imaging system performance and new user experiences compared to alternative technologies. poLight is based in Horten, Norway, with employees in Finland, France, UK, US, China, Taiwan, and the Philippines. For more information, please visit https://www.polight.com.

This announcement is considered to include inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange release was published by Alf Henning Bekkevik, CFO, on the time and date provided.

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 set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.

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 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.

2024-03-22 - poLight ASA - EGM Notice Rights Issue