THIN - CONTEMPLATED PRIVATE PLACEMENT
Oslo, 18 October 2017
Thin Film Electronics ASA (“Thin Film” or the “Company”) has retained Carnegie AS as Sole Global Coordinator and Joint Bookrunner, and Cowen and Company, LLC and DNB Markets (a part of DNB Bank ASA) as Joint Bookrunners (together with Carnegie, the “Managers”) to advise on and complete an undocumented private placement of up to the NOK equivalent of USD 110 million, representing approximately 43% of the outstanding shares in the Company (the “Private Placement”).
The subscription price in the Private Placement will be set through an accelerated bookbuilding process and is expected to be set between NOK 2.50 and NOK 2.65 (the “Indicative Price Range”). The Company has received significant pre-commitments from existing shareholders, as well as new institutional investors, to subscribe for shares in the Private Placement within the Indicative Price Range.
The application period for the Private Placement commences today at 16:30 CET and closes 19 October 2017 at 08:00 CET. The Company and the Managers may, however, at any time resolve to close or extend the bookbuilding period at their sole discretion and on short notice. The minimum subscription amount in the Private Placement will be the NOK equivalent of EUR 100,000. The Company may, in its sole discretion, allocate an amount below EUR 100,000 in the Private Placement provided that the Company is able to rely on any applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations.
The net proceeds from the Private Placement are intended to fully fund investments and operations until cash break-even based on current projections. Cash break-even is expected to occur in early Q2 2019. Capital expenditures are expected to consume 40% of the proceeds, mainly related to: a) roll-to-roll equipment and installation, and b) back-end development and innovation to increase gross margins on tag sales from 30% to >45%. 55% of the proceeds are expected to be consumed by operational costs, including a ramp in headcount in the software and go-to-market sales teams. The remaining proceeds will fund working capital needs. The company’s technical and engineering team is already adequately dimensioned and no significant additions are to be expected. In 2019, production capacity is expected to reach 3 billion NFC equivalent front-end die, and in 2020 to reach 7 billion units. The foregoing overview of the intended use of the proceeds from the Private Placement are estimates only and subject to change as circumstances may warrant.
The Private Placement will be divided into two tranches; Tranche 1 consisting of approx. 81.9 million new shares (representing approximately 10% of the capital of the Company) (the “Tranche 1 Shares”) and a Tranche 2 consisting of up to the number of new shares necessary to raise gross proceeds of the NOK equivalent of USD 110 million (the “Tranche 2 Shares”). The completion of Tranche 1 of the Private Placement is subject to approval by the Board of Directors of the Company pursuant to an authorisation granted by the Company’s general meeting held on 5 May 2017, and the completion of the potential Tranche 2 of the Private Placement will remain subject to the approval by an Extraordinary General Meeting (the “EGM”) expected to be held on or about 13 November 2017.
The Private Placement will be directed towards Norwegian investors and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements. The private placement structure of the transaction will inherently require a waiver of existing shareholders’ preferential rights to subscribe for new shares. The Board of Directors of the Company considers such structure and waiver necessary and appropriate in the interest of time and successful completion.
The date for settlement of Tranche 1 Shares of the Private Placement is expected to be on or about 23 October 2017 (regular DVP, t+2 basis). Tranche 1 Shares are expected to be tradable on or about 20 October (which shall not be prior to the date on which the share capital is registered in the Norwegian Register of Business Enterprises and announced by the Company).
The date for settlement of the Tranche 2 Shares is expected to be shortly after the EGM, which is expected to be held on or about 13 November 2017, subject to any shortening or extensions of the application period. If a prospectus has not been approved by the Norwegian Financial Supervisory Authority at that point in time, the Tranche 2 Shares may be issued on a separate ISIN and delivered to the investors. These shares would thereafter be converted to the existing ISIN of Thin Film and become tradable on the Oslo Stock Exchange as soon as practically possible following the approval of the prospectus by the Norwegian Financial Services Authority.
For further information, please contact:
Ole R. Thorsnes
Mobile: +47 91 86 66 97
E-mail: [email protected]