Polight ASA

04/18/2024 | Press release | Distributed by Public on 04/18/2024 09:25

poLight ASA: Updated information for resolutions proposed to the extraordinary general meeting

poLight ASA: Updated information for resolutions proposed to the extraordinary general meeting

18 Apr 2024 17:21 CEST

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Issuer

poLight ASA

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 the stock exchange announcement published by poLight ASA
(the "Company") on 22 March 2024, concerning, among other things, a notice for
an extraordinary general meeting (the "EGM") to discuss and approve a partially
underwritten rights issue, 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.

As further described in the notice for the EGM, the subscription price in the
Rights Issue is proposed to equal the theoretical ex-rights price ("TERP") of
the Company's shares based on the volume-weighted average price ("VWAP") of the
Company's shares on the Oslo Stock Exchange on the last trading day prior to the
EGM (i.e. the trading day that expired 16.30 CEST today), less a discount of
30%.

The Company's Board of Directors (the "Board") has today, based on a
recommendation from Pareto Securities AS (acting as Manager for the Rights
Issue) determined that the subscription price in the Rights Issue is proposed
set to NOK 2.3085 per share, which represents a discount of 30% to the TERP of
the Company's shares based on the VWAP of the Company's shares on the Oslo Stock
Exchange as of today, 18 April 2024, of NOK 4.3335 per share.

On this basis, the Board has resolved to propose to the EGM that the Company's
share capital is proposed increased with minimum NOK 2,252,544.92 and maximum
NOK 2,772,363.00 by issuance of minimum 56,313,623 new shares and maximum
69,309,075 new shares, each with a par value of NOK 0.04.

For further information regarding the Rights Issue, please see the notice for
the EGM, which is available on https://www.polight.com/investors/general
-meetings/default.aspx.

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 patented, state-of-the-art tunable optics
technology, leveraging its proprietary polymer and piezo MEMS technology.
Founded in 2005, its first product TLens® replicates "the human eye" experience
in autofocus cameras used in applications such as AR/MR devices, smartphones,
wearables, webcams and other consumer devices, industrial barcode scanners and
machine vision systems, and healthcare applications. With over 160 granted
patents, poLight's technology delivers extremely fast focus, small
footprint, ultra-low power consumption, no magnetic interference, and constant
field of view, enabling better imaging system performance and new user
experiences compared to alternative technologies. 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 set of subscription materials
provided to potential investors. Investors should not subscribe for any
securities referred to in this announcement except on the basis of information
contained in the aforementioned subscription material.

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, 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.

More information:
Access the news on Oslo Bors NewsWeb site

Source

poLight ASA

Provider

Oslo Børs Newspoint

Company Name

POLIGHT

ISIN

NO0012535832

Symbol

PLT

Market

Oslo Børs