Share Issue/Capital Change • Apr 28, 2023
Share Issue/Capital Change
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poLight ASA: Results of the Rights Issue
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 a fully underwritten rights issue of
12,918,660 new shares in the Company (the "Offer Shares"), raising gross
proceeds of NOK 135 million (the "Rights Issue").
The subscription period for the Rights Issue expired today, 28 April 2023, at
16.30 hours (CEST). At the expiry of the subscription period in the Rights
Issue, the Company had received valid subscriptions for a total of 16,116,569
Offer Shares, implying an oversubscription of 3,197,909 Offer Shares or of
approximately 25% of the total deal size. The final allocation of the Offer
Shares has now been completed based on the allocation criteria set out in the
prospectus prepared by the Company in connection with the Rights Issue, dated 13
April 2023 (the "Prospectus").
The final allocation shows that:
· 7,859,070 Offer Shares have been allocated based on validly exercised
subscription rights during the subscription period; and
· 5,059,590 Offer Shares have been allocated to underwriters of the Rights
Issue who has subscribed for Offer Shares during the subscription period (i.e.,
not based on subscription rights).
The allocation above implies that no Offer Shares will be allocated to
subscribers who have over-subscribed. Further, no subscriptions will be made by
underwriters pursuant to their underwriting obligations.
Notification of allocated Offer Shares and the corresponding subscription amount
to be paid by each subscriber will be distributed on 2 May 2023. The payment
date for the Offer Shares is 3 May 2023.
The Offer Shares may not be transferred or traded before they have been fully
paid by all subscribers and the share capital increase pertaining to the Rights
Issue has been registered with the Norwegian Register of Business Enterprises.
Subject to timely payment of the aggregate subscription amount in the Rights
Issue, it is expected that the Company's new share capital following the Rights
Issue will be registered with the Norwegian Register of Business Enterprises on
or about 10 May 2023 and that Offer Shares will be allocated to subscribers on
or about 11 May 2023. Subject to the aforementioned, the Offer Shares are
expected to be tradable on the Oslo Stock Exchange on or about 11 May 2023.
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 ASA (OSE: PLT) offers a patented, proprietary tunable optics technology,
starting with its first product, TLens® which replicates "the human eye"
experience in autofocus cameras used in devices such as smartphones, wearables,
barcode scanners, 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 employees in Finland, France, UK, US, China, Taiwan, and
the Philippines. 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.
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