poLight ASA: Resolution to increase the share capital in connection with a Subsequent Offering – Further information about the Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE 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 the stock exchange notice from poLight ASA (the "Company") on 13 September regarding key information about the contemplated subsequent offering of up to 170,455 new shares (the "Subsequent Offering"), including the Subsequent Offering being subject to, among other things, the publication of a prospectus in accordance with applicable legislation (the "Prospectus") and required corporate resolutions being made.
Today, Company's Board of Directors formally resolved to approve the issuance of the New Shares pursuant to the board authorization provided by the ordinary general meeting held 26 May 2021.
Outlined below are some of the key terms in the Subsequent Offering.
The Subsequent offering comprises an offer by the Company to raise an amount of up to NOK 18.75 million in gross proceeds by issuing up to 170,455 new shares, each with a nominal value of NOK 0.20, at a subscription price of NOK 110 (the "Offer Shares").
Subject to the registration of the Prospectus in the Norwegian Business Registry, the subscription period in the Subsequent Offering will, upon publication of the Prospectus, commence on 7 October 2021, at 09:00 hours (CEST) and end on 20 October 2021 at 16:30 hours (CET) (the "Subscription Period").
The Subsequent Offering is directed towards the holders of the Company's shares as of 13 September 2021, as registered in the Norwegian Securities Depository (the "VPS") as of 15 September 2021 (the "Record Date"), except (i) shareholders who were invited to subscribe for shares in the pre-sounding of the private placement completed on 13 September 2021 (the "Private Placement"), (ii) shareholders who were allocated new shares in the Private Placement and (iii) shareholders who are a resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any filing, registration or similar action (the "Eligible Shareholders").
Eligible Shareholders will receive non-transferable subscriptions rights (the "Subscription Rights") based on their registered shareholding in the VPS as of the Record Date, giving the right to subscribe for and be allocated the Offer Shares in the Subsequent Offering. Each Eligible Shareholder will, subject to applicable law, be granted 0.030519 Subscription Rights for each share registered as held by such Eligible Shareholder as of the end of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will give the right to subscribe for (1) one Offer Shares. Subscription without Subscription Rights will not be allowed. Over-subscription will be permitted, but no guarantee can be made of Offer Shares being allocated for such subscriptions.
The payment for the Offer Shares allocated to Eligible Shareholders falls due on 27 October 2021. Assuming due payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, delivery of the Offer Shares in the VPS is expected to take place on or about 29 October 2021.
Pareto Securities AS is acting as sole manager (the "Manager") for the Subsequent Offering. Advokatfirmaet CLP DA is acting as the Company's legal advisor.
For more information about the Subsequent Offering, please contact::
Øyvind Isaksen, CEO, poLight ASA: +47 90 87 63 98, oyvind.isaksen@polight.com
This information is subjection to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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 information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assumes any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Manager is acting for the Company and no one else in connection with the Subsequent Offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Subsequent Offering and/or any other matter referred to in this release.
Forward-looking statements:
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.