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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 the Company’s partially underwritten
rights issue of minimum 56,313,623 new shares and maximum 69,305,075 new shares
(the “Offer Shares”), to raise gross proceeds of up to NOK 160 million (the
“Rights Issue”), of which an underwriting consortium has agreed to underwrite
subscription of new shares for gross proceeds of NOK 130 million.
The subscription period for the Rights Issue expired on 7 May 2024, 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 60,481,758 Offer Shares.
The Rights Issue was therefore oversubscribed by approximately 7.4% at the
minimum amount of Offer Shares. 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 22 April 2024
(the “Prospectus”).
The final allocation shows that:
· 50,048,137 Offer Shares have been allocated based on validly exercised
subscription rights during the subscription period (equivalent to approx. 72.2%
of the issued subscription rights); and
· 10,433,621 Offer Shares have been allocated to (i) underwriters of the
Rights Issue which have subscribed for Offer Shares during the subscription
period without subscription rights, and (ii) subscribers which have over
-subscribed for Offer Shares during the subscription period with subscription
rights;
The total final allocation was 60,481,758 Offer Shares, equivalent to approx.
NOK 140 million in gross proceeds to the Company. All valid subscriptions
therefore received full allocation. No Offer Shares have been allocated to the
underwriters of the Rights Issue pursuant to their net underwriting obligations.
Notification of allocated Offer Shares and the corresponding subscription amount
to be paid by each subscriber will be distributed on 8 May 2024. The payment
date for the Offer Shares is Monday 13 May 2024.
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 21 May 2023 and that Offer Shares will be delivered to subscribers on
or about 22 May 2024. Subject to the aforementioned, the Offer Shares are
expected to be tradable on the Oslo Stock Exchange on or about 22 May 2024.
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 ASA (OSE: PLT) offers patented, state-of-the-art tunable optics
technology, leveraging its proprietary polymer and piezo MEMS technology.
Founded in 2005, its first product TLens® replicates “the human eye” experience
in autofocus cameras used in applications such as AR/MR devices, smartphones,
wearables, webcams and other consumer devices, industrial barcode scanners and
machine vision systems, and healthcare applications. With over 160 granted
patents, poLight’s technology delivers extremely fast focus, small
footprint, ultra-low power consumption, no magnetic interference, and constant
field of view, enabling better imaging system performance and new user
experiences compared to alternative technologies. 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 considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 of the Norwegian Securities Trading Act. The stock
exchange announcement was published by Alf Henning Bekkevik, CFO, at the time
and date provided.
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.
Kilde
