Polight ASA — Share Issue/Capital Change 2020

Apr 16, 2020

poLight ASA: Contemplated private placement

poLight ASA: Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 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.

(Oslo, 16 April 2020) poLight ASA ("poLight" or the "Company") has retained ABG

Sundal Collier ASA and Arctic Securities AS as joint bookrunners (together the

"Managers") to advise on and effect an undocumented private placement of new

shares directed towards Norwegian and international investors after the close of

Oslo Stock Exchange today (the "Private Placement").

In the Private Placement, the Company will raise gross proceeds of NOK 20 - 40

million, by issuance of new ordinary shares (the "Offer Shares"). The

subscription price and number of Offer Shares to be issued in the Private

Placement will be determined by the Board of Directors of the Company (the

"Board") following an accelerated bookbuilding process. The minimum application

and allocation amount has been set to the NOK equivalent of EUR 100,000. The

Company may however, at its sole discretion, allocate an amount below EUR

100,000 to the extent applicable exemptions from the prospectus requirement

pursuant to the Norwegian Securities Trading Act and ancillary regulations are

available.

The net proceeds from the Private Placement will be used to finance further

growth of the Company and general corporate purposes. Two of the Company's

largest shareholders, Investinor AS (holding 19.82% in poLight) and Stiftelsen

Industrifonden (holding 11.68% in poLight), have committed to subscribe for new

shares in the Private Placement for approximately NOK 9.435 million and

approximately NOK 5.565 million respectively; however so that allocation to

Investinor AS does not exceed 49% of the Private Placement.

The bookbuilding and application period for the Private Placement commences

today at 16:30 CET and closes 17 April 2020 at 08:00 CEST. The Managers and the

Company may, however, at any time resolve to close or extend the bookbuilding

period, or cancel the Private Placement, at their sole discretion and on short

notice. If the bookbuilding period is shortened or extended, any other dates

referred to herein may be amended accordingly.

Allocation of the Offer Shares will be determined at the end of the bookbuilding

period, and the final allocation will be made by the Board at its sole

discretion, following advice from the Managers. Notice of allocation of Offer

Shares is expected to be sent to the investors on or about 17 April 2020.

The Offer Shares allocated in the Private Placement will be settled through a

delivery versus payment transaction on a regular T+2 basis by delivery of

existing and unencumbered shares in the Company that are already listed on the

Oslo Stock Exchange pursuant to a share lending agreement between the Managers,

the Company and Investinor AS. The shares delivered to the subscribers will thus

be tradable from allocation. The Managers will settle the share loan with new

shares in the Company to be issued by the Company's Board of Directors pursuant

to an authorization granted at the Company's extraordinary general meeting held

28 May 2019.

The Company will announce the final number of shares placed and the final

subscription price in the Private Placement in a stock exchange announcement

expected to be published before opening of trading on the Oslo Stock Exchange

tomorrow, 17 April 2020. The settlement date for the new shares is expected to

be on or about 21 April 2020. Completion of the Private Placement is subject to

final approval by the Board.

The Company has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular

no. 2/2014 and is of the opinion that the waiver of the preferential rights

inherent in a private placement is considered necessary in the interest of time

and successful completion of the Private Placement. However, subject to

completion of the Private Placement, the Board of Directors of the Company will

consider to carry out a subsequent offering directed towards existing

shareholders in the Company as of the end of trading today, 16 April 2020 (and

as registered in the VPS as of the end of 20 April 2020) who are not resident in

a jurisdiction where such offering would be unlawful, or would (in jurisdictions

other than Norway) require any prospectus filing, registration or similar action

who were not allocated shares in the Private Placement (the "Subsequent

Offering"). The subscription price in a potential Subsequent Offering will be

equal to the subscription price in the Private Placement. Taking into

consideration the time, costs and expected terms of alternative methods of the

securing the desired funding, as well as the subsequent offering considered, the

Board of Directors has concluded that the conclusion of the Private Placement on

acceptable terms at this time is in the common interest of the shareholders of

the Company.

Advokatfirmaet CLP acts as legal advisor to the Company in connection with the

Private Placement.

For additional 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, France and

China and representation in Taiwan and Korea. For more information, please visit

https://www.polight.com

Important Notices

This announcement is not an offer to sell or a solicitation of offers to

purchase or subscribe for shares. Copies of this announcement may not be sent to

jurisdictions, or distributed in or sent from jurisdictions, in which this is

barred or prohibited by law. The information contained herein shall not

constitute an offer to sell or the solicitation of an offer to buy, in any

jurisdiction in which such offer or solicitation would be unlawful absent

registration, or an exemption from registration or qualification under the

securities laws of any jurisdiction.

This document is not for publication or distribution in, directly or indirectly,

Australia, Canada, Japan, the United States or any other jurisdiction in which

such release, publication or distribution would be unlawful, and it does not

constitute an offer or invitation to subscribe for or purchase any securities in

such countries or in any other jurisdiction. In particular, the document and the

information contained herein should not be distributed or otherwise transmitted

into the United States or to publications with a general circulation in the

United States of America.

This announcement is not an offer for sale of securities in the United States.

Securities may not be offered or sold in the United States absent registration

with the United States Securities and Exchange Commission or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the "Securities

Act"). The Company does not intend to register any part of the offering in the

United States or to conduct a public offering in the United States of the shares

to which this document relates.

The Managers are acting for the Company in connection with the Private Placement

and no one else and will not be responsible to anyone other than the Company for

providing the protections afforded to their respective clients or for providing

advice in relation to the Private Placement or any transaction or arrangement

referred to in this press release.

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

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

This announcement and any materials distributed in connection with this

announcement may contain certain forward-looking statements. By their nature,

forward-looking statements involve risk and uncertainty because they reflect

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.

Each of the Company, the Managers and their respective affiliates expressly

disclaims any obligation or undertaking to update, review or revise any

statement contained in this announcement whether as a result of new information,

future developments or otherwise.

This information is subject to a duty of disclosure pursuant to Section 5-12 of

the Norwegian Securities Trading Act.