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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Tønsberg, 17 June 2025
Reference is made to the stock exchange announcement by poLight ASA (“poLight”
or the “Company”) on 15 April 2025 regarding the strategic investment agreement
(the “Investment Agreement”) entered into with Q Technology (Group) Company
Limited (“Q Tech”), pursuant to which the Company issued 63,743,112 new shares
(the “Private Placement Shares”) in a directed share issue towards Q Tech at a
subscription price of NOK 2.69 per share (the “Private Placement”) and a
potential subsequent offering of up to 19,122,933 new shares (the “Subsequent
Offering”). Pareto Securities AS is engaged as manager in the Private Placement
and the Subsequent offering (the “Manager”).
Reference is further made to the stock exchange announcement on 21 May 2025
regarding the Company’s annual general meeting resolving to, inter alia,
approve the share capital increase pertaining to the Private Placement raising
gross proceeds of NOK 171,468,971.28, as well as the stock exchange announcement
made on 12 June 2025 where the Company, inter alia, announced that its board of
directors had resolved to carry out the Subsequent Offering and to increase the
share capital by a minimum of NOK 0.04 and a maximum of NOK 764,917.32, pursuant
to an authorisation granted by the general meeting, through the issuance of a
minimum of one and a maximum of 19,122,933 new shares, each with a nominal value
of NOK 0.04 (the “Offer Shares”) in connection with the Subsequent Offering.
Approval and publication of prospectus:
The Norwegian Financial Supervisory Authority (Nw.: Finanstilsynet) has today,
on 17 June 2024, approved a prospectus prepared by the Company (the
“Prospectus”) for (i) the listing of the Private Placement Shares on Oslo Stock
Exchange and (ii) the Subsequent Offering (including the listing of the issued
Offer Shares on Oslo Stock Exchange). It is expected that the Prospectus will be
passported to Denmark by 18 June 2025.
The Prospectus, including the subscription form for the Subsequent Offering,
will be made available at the Manager’s website at
www.paretosec.com/transactions.
Listing of the Private Placement Shares:
The 63,743,112 Private Placement Shares in the Private Placement have been
issued in the Norwegian Central Securities Depository (the “ES-OSL”) on a
temporary ISIN NO 0013571778.
It is expected that the Private Placement Shares will be listed on Oslo Stock
Exchange on or about 18 June 2025, following the transfer of the Private
Placement Shares from the temporary ISIN NO 0013571778 to the Company’s listed
ISIN NO 0012535832. Pursuant to the Investment Agreement, Q Tech undertakes that
it will not, directly or indirectly, sell, offer to sell, lend or transfer any
Private Placement Shares for a 24-month period following the completion of the
Private Placement, i.e. from 4 June 2025.
The Subsequent Offering:
The Subsequent Offering consists of an offer by the Company to issue up to
19,122,933 Offer Shares, each with a nominal value of NOK 0.04, at a
subscription price of NOK 2.69 per Offer Share (the “Offer Price”), being equal
to the subscription price in the Private Placement. Subject to all Offer Shares
being issued, the Subsequent Offering will result in NOK 51,440,689.77 in gross
proceeds to the Company.
The subscription period in the Subsequent Offering will commence on 19 June 2025
at 09:00 hours (CEST) and expire on 27 June 2025 at 16:30 hours (CEST) (The
“Subscription Period”).
The Subsequent Offering will be directed towards shareholders of the Company as
of 15 April 2025 (being registered as such in the Norwegian Central Securities
Depository on 22 April 2025 pursuant to the ES-OSL’s standard two days’
settlement procedure (the “Record Date”), who are not resident in a jurisdiction
where such offering would be unlawful, or, for jurisdictions other than Norway
and Denmark, would require any prospectus filing, registration document or
similar document or action (such eligible shareholders jointly, the “Eligible
Shareholders”).
Each Eligible Shareholder will be granted 0.147556 non-transferable subscription
right for every existing share registered as held by such Eligible Shareholder
as of the Record Date, rounded down to the nearest whole subscription right (the
“Subscription Rights”). Each Subscription Right will, subject to applicable law,
give the right to subscribe for, and be allocated, one (1) Offer Share in the
Subsequent Offering at the Offer Price. Over-subscription by Eligible
Shareholders will be permitted, however, there can be no assurance that Offer
Shares will be allocated for such subscriptions. Subscription without
Subscription Rights will not be permitted.
The Subscription Rights must be used to subscribe for Offer Shares prior to
expiry of the Subscription Period on 27 June 2025 at 16:30 hours (CEST).
Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period will have no value and will lapse without
compensation to the holder.
Subscription for Offer Shares by subscribers who are residents of Norway with a
Norwegian personal identification number (Nw.: fødselsnummer), may be made by
way of online subscription. The Subscription Form and further instructions
regarding the subscription procedure will be available in the Prospectus.
Notifications of allocated Offer Shares and the subscription amount to be paid
by each subscriber are expected to be made available for the subscribers on or
about 30 June 2025. The payment date for the Offer Shares allocated in the
Subsequent Offering is expected to be on or about 2 July 2025. Subject to timely
payment of the Offer Shares, the Company expects that the share capital increase
pertaining to the Offer Shares will be registered with the Norwegian Register of
Business Enterprises on or about 8 July 2025 and that the delivery of the Offer
Shares is expected to be completed on or about 9 July 2025. The Offer Shares are
expected to commence trading on Oslo Stock Exchange on or about 9 July 2025.
Further information regarding the Subsequent Offering will be set out in the
Prospectus.
Advokatfirmaet Thommessen AS is acting as legal advisor to poLight in relation
to the Private Placement and the Subsequent Offering.
This information is subject to the disclosure requirements according to Section
5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Dr Øyvind Isaksen, CEO, poLight ASA: +47 90 87 63 98
Joakim Hines Bredahl, CFO, poLight ASA: +47 97 52 17 31
About poLight ASA
poLight ASA (listed on the Oslo Stock Exchange: 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 Tønsberg, Norway, with employees in Finland, France,
UK, US, China, Taiwan, Japan, and the Philippines. For more information, please
visit https://www.polight.com
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither the Manager, nor or any of its affiliates or
any of their respective directors, officers, employees, advisors or agents
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of poLight.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa
or the United States (including its territories and possessions, any State of
the United States and the District of Columbia) or any other jurisdiction where
to do so would constitute a violation of the relevant laws of such jurisdiction.
The publication, distribution or release of this announcement may be restricted
by law in certain jurisdictions and persons into whose possession any document
or other information referred to herein should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the “EU Prospectus Regulation”) (together with any applicable
implementing measures in any Member State).
Any offering of the securities referred to in this announcement will be made by
means of a Prospectus which will be prepared and which is subject to the
approval by the Norwegian Financial Supervisory Authority. Investors in the
Subsequent Offering should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the Prospectus.
Copies of the Prospectus will, following publication, be available from the
Company’s registered office and, subject to certain exceptions, on the websites
of the Manager.
In any EEA Member State other than Norway and Denmark, this communication is
only addressed to and is only directed at qualified investors in that Member
State within the meaning of the EU Prospectus Regulation, i.e. only to investors
who can receive the offer without an approved prospectus in such EEA Member
State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are “qualified investors” within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and 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 to 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.
This announcement is made by, and is the responsibility of, the Company. The
Manager and its affiliates are acting exclusively for the Company and no-one
else in connection with the transactions described in this announcement. They
will not regard any other person as their respective clients in relation to the
transactions described in this announcement and will not be responsible to
anyone other than the Company, for providing the protections afforded to their
respective clients, nor for providing advice in relation to the transactions
described in this announcement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the transactions described in this announcement, the Manager
and any of its affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such securities
of the Company or related investments in connection with the transactions
described in this announcement or otherwise. Accordingly, references in the
Prospectus to the securities 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.
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”, “aim”, “expect”,
“anticipate”, “intend”, “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 believes 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 its control.
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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, the Manager and their respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this announcement whether
as a result of new information, future developments or otherwise. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
Kilde
