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Polight ASA — Capital/Financing Update 2021
Sep 13, 2021
3717_iss_2021-09-13_965ca825-6297-42a5-967e-abaed75ae836.html
Capital/Financing Update
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PoLight ASA: Private Placement successfully placed
PoLight ASA: Private Placement successfully placed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANOTHER
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.
(Horten, 13 September 2021) Reference is made to the stock exchange release from
PoLight ASA ("poLight" or the "Company") published on 13 September 2021
regarding a contemplated private placement.
The Company hereby announces that it has allocated 1,136,363 new shares in the
Company (the "Offer Shares") in a private placement (the "Private Placement") at
a subscription price of NOK 110 per share, corresponding to a total size of the
Private Placement of approximately NOK 125 million. The Private Placement was
significantly oversubscribed, and was upsized from the initially contemplated
amount of up to NOK 100 million to approximately NOK 125 million based on strong
investor demand.
Pareto Securities acted as sole manager in connection with the Private
Placement.
The net proceeds of the Private Placement will be used to accelerate organic
growth, as well as for general corporate purposes.
Notification of allotment of the Offer Shares including settlement instructions
will be sent to the applicants through a notification from the Manager on or
about 14 September 2021. The Offer Shares will be settled through a delivery
versus payment transaction on or about 16 September 2021 with existing and
unencumbered shares in the Company that are already admitted to trading on Oslo
Børs, pursuant to a share lending agreement between the Company, the Manager,
and Investinor Direkte AS. The Offer Shares will be tradable from allocation,
i.e. from 14 September 2021.
In order to settle the share loan, the Company's Board of Directors has resolved
to issue 1,136,363 new shares in the Company to the Manager pursuant to the
authorization granted by the Company's annual general meeting on 26 May 2021.
Consequently, the share capital of the Company will be increased with NOK
227,272.60 from NOK 1,825,640 to NOK 2,052,912.60. Following registration of the
new share capital pertaining to the Private Placement, the Company will have
10,264,563 shares outstanding, each with a par value of NOK 0.2.
The Company's Board is of the opinion that the Private Placement complies with
the equal treatment obligations under the Norwegian Securities Trading Act and
Oslo Børs' Circular no. 2/2014, in particular due to the fact that (i) in the
current market, a private placement had a larger possibility of success compared
to a rights issue and, therefore, gives the Company timely access to the new
capital at lower risk; (ii) the cost of raising capital is assumed to be lower
than in a rights issue since any discount is likely to be smaller and
subscription guarantees are avoided; and (iii) the Company intends to carry out
a subsequent offering directed towards shareholders who were not offered to
participate in the Private Placement (the "Subsequent Offering"). On this basis
and based on an assessment of the current equity markets, the Company's Board
has considered the Private Placement to be in the common interest of the Company
and its shareholders. As a consequence of the Private Placement structure, the
shareholders' preferential rights were deviated from.
Subject to the preparation and publication of a prospectus and prevailing market
conditions, poLight will carry out a Subsequent Offering of up to 170,455 new
shares in the Company, corresponding to gross proceeds of up to approximately
NOK 18.75 million. The Subsequent Offering will be made on the basis of the
aforementioned prospectus and will be directed towards eligible shareholders in
the Company as of 13 September 2021 who; (i) were not invited to subscribe for
shares in the pre-sounding of the Private Placement, (ii) were not allocated
Offer Shares in the Private Placement, or (iii) is not resident in a
jurisdiction would be unlawful, or would (in jurisdictions other than Norway)
require any prospectus, filing, registration or similar action (the "Eligible
Shareholders"). The Eligible Shareholders will be granted non-tradable
subscription rights. Over-subscription will be permitted, but subscription
without subscription rights will not be permitted in the Subsequent Offering.
The subscription period in the Subsequent Offering is expected to commence
shortly after publication of a prospectus, and the subscription price in the
Subsequent Offering will be the same as in the Private Placement.
Advokatfirmaet CLP DA acts as Norwegian legal counsel in connection with the
Private Placement.
For further information, please contact:
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
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock
exchange announcement was published by Alf Henning Bekkevik, CFO, poLight ASA,
on 13 September 2021 at 23:24 CEST.