At the Extraordinary General Meeting in Thin Film Electronics ASA (âThinfilmâ or the âCompanyâ) on 15 April 2020, the shareholders approved a private placement of shares of a minimum amount of NOK 25,000,000 at a minimum subscription price per share of NOK 0.94. In regard to the latter, the Board of Directors of Thinfilm had proposed a minimum subscription price per share equal to the par value of the share, NOK 0.11 (following the reduction in par value per share resolved earlier at the EGM); however, the general meeting voted down this proposal and set the minimum subscription price at NOK 0.94 per share. The Board of Directors has subsequent to the EGM attempted to build sufficient support for a private placement of shares on such terms, but the Company has not been able to secure sufficient interest to reach the minimum subscription amount and minimum subscription price per share.
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The Board received on 27 April 2020 an offer from a consortium of investors, who have provided a commitment to subscribe for shares for a total subscription amount of NOK 20 million subject to certain conditions as to price and warrants. The offered and committed subscription price per share is NOK 0.11, equaling the par value of the share following the share capital reduction approved by 15 April 2020 EGM. In addition, the Company has received binding commitments for at least NOK 5 million on the same terms from certain other investors, including from members of the Board and management.
The offered subscription price per share is below the minimum subscription price per share resolved by the 15 April 2020 EGM. Given the critical financial situation of the Company, the Board will recommend to the Companyâs shareholders that the offer is approved as it constitutes the only meaningful investment offer on the table following diligent efforts by the Board to secure equity funding on the best possible terms.
Therefore, the Board will call a new extraordinary general meeting to approve the proposed private placement. The Notice of the EGM will be the subject of a separate announcement in due course and the EGM is expected to be held on or about 20 May 2020.
The offer involves the issuance of 227,272,727 new shares at a subscription price per share of NOK 0.11, raising a total of NOK 25 million. The offer is conditional upon the issuance of two warrants for each share subscribed for in the private placement. The first warrant (âWarrant Aâ) would have an exercise price of NOK 0.11 per share and be exercisable at any time from the date of grant until 31 December 2020. The second warrant (âWarrant Bâ) would have an exercise price of NOK 0.25 per share and be exercisable at any time from the date of grant until the date 15 months following the Extraordinary General Meeting approving the warrant issuance.
As part of the total fundraise, and in order to secure the foregoing commitment by the consortium of investors, it is also contemplated that the Board will use its current authorization to issue shares (as provided by the 23 October 2019 extraordinary general meeting) and issue shares to such investors for the full 10% scope of the authorization at a subscription price per share of NOK 0.11, equaling the proposed subscription price in the private placement.
The Board considers it is appropriate that the existing shareholdersâ preferential rights to subscribe for new shares and new warrants are waived because of the immediate need of financing in order for the Company to secure and continue its operations. While the subscription price is less than resolved by the 15 April 2020 EGM, the Board believes that the proposed subscription price â which equals the minimum subscription price proposed by the Board ahead of the 15 April 2020 EGM â is at the level necessary in order for the Company to obtain funding given the Companyâs current financial condition and the debt facility previously announced, which has been the sole source of funding over the last year.
As the private placement amounts to more than 20% of the Companyâs share capital, a listing prospectus will be prepared and announced on Oslo Børs. The new shares in the private placement will not be admitted to trading on Oslo Børs until such prospectus has been approved and published. Pending such approval and publication, the new shares will be issued with a separate ISIN number in the VPS.
The Board will also propose to the upcoming EGM that a subsequent (repair) offering is carried out at a subscription price per share equal to the subscription price in the private placement. The maximum amount of the subsequent offering would be NOK 7 million. The referenced listing prospectus will also meet the requirements of an offering prospectus and be published before commencement of the subscription period in the subsequent offering. The last day inclusive rights to subscription rights in the subsequent offering will be 28 April 2020 and the first day excluding rights to subscription rights in the subsequent offering is 29 April 2020. The Company will separately send an announcement with the key information relating to the subsequent (repair) offering.
Following registration of the new share capital pertaining to the private placement that will be proposed to the EGM, however, not including the new shares proposed to be offered in the subsequent offering, the Company will have an issued share capital of NOK 31,445,293.88 divided into 285,866,308 shares, each with a par value of NOK 0.11 (taking into account the share capital decrease and reduction of par value per share resolved by the 15 April EGM).
Lastly, the Company has secured interim financing to bridge the Company to the upcoming extraordinary general meeting.
28 April 2020
Thin Film Electronics ASA
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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