poLight ASA: Results of the Rights Issue

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 a fully underwritten rights issue of 12,918,660 new shares in the Company (the “Offer Shares“), raising gross proceeds of NOK 135 million (the “Rights Issue“).

The subscription period for the Rights Issue expired today, 28 April 2023, at 16.30 hours (CEST). At the expiry of the subscription period in the Rights Issue, the Company had received valid subscriptions for a total of 16,116,569 Offer Shares, implying an oversubscription of 3,197,909 Offer Shares or of approximately 25% of the total deal size. The final allocation of the Offer Shares has now been completed based on the allocation criteria set out in the prospectus prepared by the Company in connection with the Rights Issue, dated 13 April 2023 (the “Prospectus“).

The final allocation shows that:

7,859,070 Offer Shares have been allocated based on validly exercised subscription rights during the subscription period; and
5,059,590 Offer Shares have been allocated to underwriters of the Rights Issue who has subscribed for Offer Shares during the subscription period (i.e., not based on subscription rights).

The allocation above implies that no Offer Shares will be allocated to subscribers who have over-subscribed. Further, no subscriptions will be made by underwriters pursuant to their underwriting obligations.

Notification of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber will be distributed on 2 May 2023. The payment date for the Offer Shares is 3 May 2023.

The Offer Shares may not be transferred or traded before they have been fully paid by all subscribers and the share capital increase pertaining to the Rights Issue has been registered with the Norwegian Register of Business Enterprises. Subject to timely payment of the aggregate subscription amount in the Rights Issue, it is expected that the Company’s new share capital following the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 10 May 2023 and that Offer Shares will be allocated to subscribers on or about 11 May 2023. Subject to the aforementioned, the Offer Shares are expected to be tradable on the Oslo Stock Exchange on or about 11 May 2023.

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.

About poLight ASA

poLight ASA (OSE: PLT) offers a patented, proprietary tunable optics technology, starting with its first product, TLens® which replicates “the human eye” experience in autofocus cameras used in devices such as smartphones, wearables, barcode scanners, 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 employees in Finland, France, UK, US, China, Taiwan, and the Philippines. 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.