poLight ASA: Start of subscription period for 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 in the Rights Issue starts today, 14 April 2023, at 09.00 CEST. Certain information about the Rights Issue is set out below. The complete terms and conditions of the Rights Issue are set out in the Prospectus (as defined below).

Pareto Securities AS is acting as manager for the Rights Issue (the “Manager“).

Allocation and grant of Subscription Rights

The holders of the Company’s shares as of 11 April 2023, as registered with the Norwegian Central Securities Depository (the “VPS“) as of the expiry of 13 April  2023 (the “Record Date“) (the “Existing Shareholders“), will be granted transferable subscription rights (the “Subscription Rights“) that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Rights Issue at the subscription price of NOK 10.45 (the “Subscription Price“).

Each Existing Shareholder has been granted 0.248661 Subscription Rights for every one (1) Existing Share registered as held by such Existing Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. The Subscription Rights will be distributed free of charge to the Existing Shareholders.

Each whole Subscription Right will, subject to applicable law, give the right to subscribe for and be allocated, one Offer Share. Oversubscription with Subscription Rights will be permitted, however, there can be no assurance that Offer Shares will be allocated for such subscriptions. The Underwriters will have a preferential right to subscribe for and be allocated Offer Shares that have not been subscribed for based on allocated and acquired Subscription Rights. Other than subscriptions from the Underwriters (as defined below), subscription without Subscription Rights is not permitted.

The grant or purchase of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway, may be affected by laws of the relevant jurisdiction. No Offer Shares or Subscription Rights will be offered or sold in the United States. For a further description of such restrictions, please refer to Section 11.8 “Subscription Rights” and Section 12 “Selling and Transfer Restrictions” of the prospectus prepared by the Company dated 13 April 2023 (the “Prospectus“). The Prospectus is, subject to applicable local securities laws, available at the websites of; (i) the Company (https://www.polight.com/investors), and (ii) of the Manager (https://paretosec.com/updates/transactions/).

Subscription period

The subscription period commences today, 14 April 2023 at 09:00 (CEST), and ends at 16:30 (CEST) on 28 April 2023 (the “Subscription Period“). The Subscription Period may not be shortened, but the Board of Directors may extend the Subscription Period if this is required by law as a result of the publication of a supplemental prospectus.

Subscription Rights

The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 14 April 2023 at 09:00 (CEST) to 24 April 2023 at 16:30 (CEST), under the ticker “PLTT”. The Subscription Rights will hence only be tradable during part of the Subscription Period.

Persons intending to trade in Subscription Rights should be aware that trading in, and exercise of, Subscription Rights who are located in jurisdictions outside of Norway may be restricted or prohibited by applicable securities laws. See Section 12 “Selling and Transfer Restrictions” for further information. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period on 28 April 2023 at 16:30 CEST or sold before 24 April 2023 at 16:30 CEST will have no value and will lapse without compensation to the holder.

The Subscription Rights are expected to have economic value if the Company’s shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not exercise their Subscription Rights will experience a dilution of their shareholding in the Company, as further detailed in Section 11.20 “Dilution” of the Prospectus.

Subscription Price

The Subscription Price is NOK 10.45 per Offer Share.

Subscription procedure

Subscriptions for Offer Shares may either be made through the VPS online subscription system or by submitting a correctly completed subscription form to the Manager within the Subscription Period.

Subscribers who are residents of Norway with a Norwegian personal identification number are encouraged to subscribe for Offer Shares through the Norwegian VPS’ online subscription system (or by following the link on https://paretosec.com/updates/transactions/, which will redirect the subscriber to the VPS online subscription system). All online subscribers must verify that they are Norwegian residents by entering their national identity number (Nw: fødselsnummer). Subscriptions made through the VPS online subscription system must be duly registered before the expiry of the Subscription Period.

Subscribers that are not able to use the VPS online subscription system must submit a correctly completed subscription form to the Manager during the Subscription Period. The subscription form is attached to the Prospectus. The postal and e-mail address to the Manager is included in Section 11.10 “Subscription procedures” of the Prospectus.

The Underwriting

Pursuant to underwriting agreements dated 20 March 2023 and 11 April 2023 (the “Underwriting Agreements“), the participants in the underwriting syndicate for the Rights Issue (the “Underwriters“) have, on a firm commitment basis, undertaken, severally and not jointly, and otherwise on  the terms and conditions set out in the Underwriting Agreements, to fully underwrite the Rights Issue, i.e. with an aggregate amount of NOK 135 million (the “Underwriting Obligation“).

The obligations of the Underwriters pursuant to the Underwriting Agreements were subject to satisfaction of certain conditions, including; (i) approval by an extraordinary general meeting of the Company of the share capital increase relating to the Rights Issue, (ii) the Prospectus being approved by the Norwegian Financial Supervisory Authority and published by the Company, (iii) the two largest shareholders in the Company, Investinor Direkte AS and Stiftelsen Industrifonden, undertaking not to sell Subscription Rights at a price lower than the difference between the TERP based on the volume-weighted average price (VWAP) on the last trading day prior to the extraordinary general meeting held on 11 April 2023 and the Subscription Price, (iv) Investinor Direkte AS and Stiftelsen Industrifonden having entered into a customary lock-up undertaking for a period of 90 days commencing from the date the Rights Issue was announced (i.e. 20 March 2023), and (v) Øyvind Isaksen, the CEO of the Company (or his holding company Oimacon AS), subscribing for at least its pro rata part of the shares in the Rights Issue.

Apart from (v), all of the above conditions have been satisfied as of the date of this announcement.

Pursuant to the Underwriting Agreements, each Underwriter shall receive an underwriting commission equal to 10% of their respective underwriting obligation, which shall be settled in new shares in the Company to be issued at the Subscription Price. The issuance of new Shares to settle the underwriting commission is intended to be resolved by the Board of Directors pursuant to an authorization to increase the share capital granted in the annual general meeting held on 25 May 2022.

The Underwriting Obligation will expire in the event that the Underwriters are not notified of any conditional allocation under the Underwriting Obligation within 12 May 2023.

See Section 11.21 “The Underwriting” in the Prospectus for further information.

Financial Intermediaries

If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each relevant Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.

Allocation of Offer Shares – Listing and commencement of trading in the Offer Shares

Following expiry of the Subscription Period, the Offer Shares will be allocated to subscribers in accordance with the allocation principles described in Section 11.14 “Allocation of the Offer Shares” in the Prospectus. Payment for allocated Offer Shares falls due on 3 May 2023.

Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 11 May 2023 and that allocated Offer Shares will be delivered to the VPS accounts of the subscribers, and be tradable on the Oslo Stock Exchange, on or about the same day.

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 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.