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investment agreement (the “Investment Agreement”) with Q Technology (Group)
Company Limited (“Q Tech”), a leading manufacturer of camera modules for global
companies. Pursuant to the Investment Agreement, the Company will issue
63,743,112 new shares to Q Tech at a subscription price of NOK 2.69 per share,
raising total gross proceeds of NOK 171,468,971.28 (the “Private Placement”).
The issuance will represent approximately 32.97% of poLight’s outstanding shares
following the Private Placement, and Q Tech will have the right to nominate two
members to poLight’s Board of Directors.
The completion of the Private Placement is conditional upon the approval by the
Company’s general meeting for the share issuance to Q Tech, the appointment of Q
Tech’s nominated directors to poLight’s Board of Directors, and certain
amendments to the Company’s articles of association regarding the composition of
the Board of Directors as set out below. The general meeting is expected to be
held on 21 May 2025. The Company’s largest shareholder Investinor Direkte AS and
LHH AS, holding 10.42% and 5.01% of the shares of the Company, respectively,
have entered into irrevocable undertakings to vote in favour of the Private
Placement and the related resolutions at the general meeting. Following the
Private Placement, the Company may carry out a subsequent offering of up to
19,122,933 new shares to existing shareholders of poLight (the “Subsequent
Offering”).
As a part of the strategic investment, Q Tech is working to establish a
dedicated TLens® assembly and test line (“Strategic Partnership Agreement”), in
addition to poLight’s existing manufacturing capabilities.
“This partnership, combining our technology and expertise with Q Tech’s
experience in ramping up technology to high volume, is an important element in
convincing major OEM´s to use our products and establish poLight as a trusted
long-term supplier” said Dr. Øyvind Isaksen, CEO of poLight ASA.
“We strongly believe that poLight’s unique technology will be important for
several applications,” said Q Tech Chairman Roy Ho. “With backing from a top
tier U.S. consumer electronics customer, we are confident this alliance will
bring cutting-edge solutions to the market, addressing key industry challenges.”
The Private Placement entails a deviation from the shareholders’ pre-emptive
rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited
Liability Companies Act. The Board of Directors has carefully considered whether
such a deviation from the shareholders’ pre-emptive rights is in the best
interest of the Company and its shareholders. The Board of Directors has
concluded this is the case. The Board of Directors emphasised, inter alia, that
the Company by this transaction will secure the equity required for further
growth and working capital needed to scale production of the Company’s TLens®
and further develop the Company´s technology platform, both related to TLens®
and TWedge®.
The Board of Directors believes that the subscription price in the Private
Placement is fair, considering the trading price of the Company’s shares on the
Oslo Stock Exchange, as well as the knowledge, production scaling, and
significant funding offered by Q Tech. The development of the Company’s TLens®
and TWedge® technology through the partnership with Q Tech is in line with the
Company’s strategy, and this transaction has the potential to significantly
accelerate scaling of this offering. Further, Q Tech has agreed to a two-year
lock-up on its shareholding in the Company, subject to customary terms and
conditions. The Board of Directors also emphasised that the transaction will not
imply an unequal treatment of existing shareholders, and the Subsequent Offering
reduces dilution for such shareholders. The transaction is supported by the
Company’s largest shareholders, Investinor Direkte AS and LHH AS.
According to the Investment Agreement, at least two members of poLight’s Board
of Directors shall be independent of poLight’s largest shareholders and
management in accordance with the recommendations of the Norwegian Code of
Practice for Corporate Governance (the “Independent Directors”), and this shall
be reflected in the Company’s articles of association. Further, the articles of
association shall set out that Q Tech will have the right to appoint two members
to the Board of Directors for as long as Q Tech and/or its affiliates hold in
aggregate at least 25% of the shares of poLight.
Pursuant to the Investment Agreement, in the event a voluntary offer by a third
party to acquire all the shares in the Company is recommended by the Independent
Directors, Q Tech must either accept the offer, present a competing offer with
at least the same cash price and other terms that are in aggregate no less
favourable, or agree to co-bid (if permitted by applicable law). All aspects of
such an offer shall be handled by the Independent Directors, including engaging
advisors and negotiating terms. If a higher offer is made and Q Tech does not
respond appropriately, it must sell its shares as per the initial offer.
The Company will call for a general meeting to resolve the share capital
increase pertaining to the Private Placement, appoint two board members
nominated by Q Tech and amend its articles of association, as will be further
described in the notice to the general meeting to be announced separately on or
prior to 30 April 2025. Further, the Board of Directors will propose to the
general meeting that the Board of Directors is granted an authorisation to carry
out the Subsequent Offering of up to 19,122,933 new shares in the Company,
directed at shareholders in the Company as of 15 April 2025 (as registered in
Euronext Securities Oslo (VPS) two trading days thereafter) who are not
domiciled in a jurisdiction where such an offer would be unlawful or, for
jurisdictions other than Norway, require any prospectus, filing, registration or
similar action (the “Eligible Shareholders”). The Eligible Shareholders will be
granted non-transferable subscription rights to subscribe for and be allocated
new shares in the Subsequent Offering. The subscription price in the Subsequent
Offering will be NOK 2.69. Oversubscription will be permitted, but subscription
without subscription rights will not be permitted.
The Subsequent Offering will be conditional upon the approval of the said
authorisation by the general meeting, as well as the completion of the Private
Placement. The application period for the Subsequent Offering is expected to
commence shortly after the publication of the Prospectus (as defined below). The
Company will issue a separate stock exchange announcement with further details
on the Subsequent Offering. The Company reserves the right to cancel the
Subsequent Offering due to prevailing the market conditions in the future.
The Company will publish a prospectus for the listing of the shares issued
pursuant to the Private Placement, subject to approval by the general meeting,
as well as the offer and listing of new shares in connection with the Subsequent
Offering (the “Prospectus”). Publication of the Prospectus is subject to
approval of the Prospectus by the Norwegian Financial Supervisory Authority,
expected during June/July 2025. The shares issued in the Private Placement will,
subject to the general meeting’s approval, be issued prior to approval and
publication of the Prospectus, and will be issued under a separate and temporary
ISIN blocked from trade on the Oslo Stock Exchange pending publication of a
listing prospectus.
Pareto Securities AS is acting as financial advisor to the Company, as well as
settlement agent (the “Settlement Agent”) for the Private Placement and the
Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to
the Company. Wikborg Rein Advokatfirma AS is acting as legal advisor to Q Tech.
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
Information in this announcement is considered to be inside information pursuant
to the EU Market Abuse Regulation and is subject to the disclosure requirements
according to section 5-12 of the Norwegian Securities Trading Act. The
information was submitted for publication by Joakim Hines Bredahl, CFO of
poLight on the date and time as set out above.
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
About Q Technology (Group) Company Limited
Q Technology (Group) Company Limited (listed on the Hong Kong Stock Exchange,
ticker: 1478) is a global leading manufacturer of camera modules and fingerprint
recognition modules. Through the persistent pursuit of capabilities in optics,
computer vision and deep learning, Q Tech is dedicated to becoming a world-class
intelligent vision enterprise adhering to the motto of “Illuminate Things” and
offering high-quality machine vision and human vision to mobile terminals,
vehicles and IoT smart devices. For more information, please visit
https://www.qtechsmartvision.com/ (https://www.qtechsmartvision.com/common/lang/l
ng/en.html).
IMPORTANT INFORMATION
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 Settlement Agent, 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 Settlement Agent.
In any EEA Member State, 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
Settlement Agent 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 transaction described in this announcement, the
Settlement Agent 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
Settlement Agent and any of its affiliates acting as investors for their own
accounts. The Settlement Agent 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 Settlement Agent 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
