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Thin Film Electronics ASA (the âCompanyâ or "Thin Filmâ) has engaged Skandinaviska Enskilda Banken AB (publ) and SpareBank 1 Markets (âthe Managersâ) as Bookrunners to advise on and effect a contemplated private placement of up to 68,922,869 new shares in the Company.
The net proceeds from the Private Placement will be used to fund the scale up of the production of the Companyâs micro batteries and for general corporate purposes.
The subscription price and the number of Offer Shares to be issued in the Private Placement will be determined by the board of directors of the Company (the âBoardâ) following an accelerated bookbuilding process. The bookbuilding period commences today at 16:30 CET and is expected to close at 08:00 CET on 02 March 2021. The bookbuilding may, at the discretion of the Company and the Manager, close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Private Placement. The Company will announce the final number of Offer Shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published later today or before the opening of trading on the Oslo Stock Exchange tomorrow, 02 March 2021.
The allocation of Offer Shares will be determined at the end of the bookbuilding period and the final allocation will be made at the sole discretion of the Board after input from the Managers. Allocation will be based on criteria such as (but not limited to), timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares. Notification of allotment and payment instructions is expected to be issued to the applicants on or about 2 March 2021 through a notification to be issued by the Managers.
Delivery of the new shares allocated in the Private Placement will, in order to facilitate delivery-versus-payment and timely delivery of already listed shares to subscribers in the Private Placement, be made by delivery of existing and unencumbered shares in the Company, pursuant to a share lending agreement entered into between the Company, the Managers and a certain existing shareholder.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have 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 offer prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo BĂžrsâ Circular no. 2/2014 and deems that the proposed Private Placement would be in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved.
Completion of the Private Placement is subject to (i) all necessary corporate resolutions for consummating the Private Placement being validly made by the Company, including without limitation relevant approvals and resolutions by the Board of Directors and the Companyâs general meeting, as applicable, and (ii) the Offer Shares having been validly issued (by registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Register of Business Enterprises) and delivered in the VPS.
Thin Film in brief
Thin Film is energizing innovation with ultrathin, flexible, and safe energy storage solutions for wearable devices, connected sensors, and beyond. Thin Filmâs innovative solid-state lithium battery (SSLB) technology is uniquely positioned to enable the production of powerful, lightweight, and cost-effective rechargeable batteries for diverse applications. The Companyâs state-of-the-art flexible electronics manufacturing facility, located in the heart of Silicon Valley, combines patented process technology and materials innovation with the scale of roll-to-roll production methods to bring the advantages of SSLB technology to established and expanding markets.
Advisors
Skandinaviska Enskilda Banken AB (publ) and SpareBank 1 Markets AS are acting as Joint Lead Managers and Bookrunners in connection with the private placement. Advokatfirmaet RĂŠder AS is acting as the Companyâs legal advisor. Advokatfirmaet BAHR AS is acting as legal advisor to the Managers.
For more information, please contact:
Morten Opstad, Chairman of the Board, Thin Film, Telephone: +47 918 67 737 | mop@raeder.no
Kevin Barber, CEO, Thin Film Telephone: +1 408 503 7380 | kevin.barber@thinfilmsystems.com
Dave Williamson, CFO, Thin Film Telephone: +1 408 503 7313 | dave.williamson@thinfilmsystems.com
Important information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan Hong Kong or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject to the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the âUS Securities Actâ). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of any offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Listing and potential Private Placement in Thin Film, and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Listing and Private Placement and/or any other matter referred to in this release. Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Companyâs 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.
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