poLight ASA: Resolution to increase the share capital for settlement of underwriting commission
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES 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.
Pursuant to the underwriting agreement for the Rights Issue, dated 22 March 2024, the Underwriters are entitled to an underwriting commission of 10% of the respective underwriter's underwriting obligations, which shall be settled either by; (i) cash payment, or (ii) delivery of new shares in the Company (the "Fee Shares"). Following the expiry of the subscription period for the Rights Issue, the Company has been informed that 16 underwriters, who jointly held underwriting obligations in the amount of NOK 67,600,000, wish to receive their underwriting commission by delivery of Fee Shares. Consequently, these underwriters are entitled to receive 2,928,299 Fee Shares as settlement for the underwriting commission. The other underwriters will receive their underwriting commission in cash.
On the background described above, the Company's board of directors has today resolved to increase the share capital in connection with the issuance of the Fee Shares. The share capital increase has been resolved pursuant to the Board authorization to increase the share capital that was granted at the Company's ordinary general meeting held on 24 May 2023.
The Fee Shares are expected to be delivered to the relevant underwriters simultaneously as the Offer Shares, currently expected 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 offers a new autofocus lens which "replicates" the human eye for use in devices such as smartphones, wearables, barcode, 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 Horten, Norway, with offices in Finland and China and representation in France, UK, US, Taiwan, Korea and Japan. 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 subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
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.