2024-03-22 - poLight ASA - EGM Notice Rights Issue
poLight ASA: Contemplated underwritten rights issue – notice of extraordinary general meeting
Reference is made to the stock exchange announcement made by poLight ASA ("poLight" or the "Company") on 13 March 2024 regarding a contemplated underwritten rights issue of minimum NOK 100 million. The Company's board of directors (the "Board") has today resolved to propose that the Company carries out a share capital raise, by way of an underwritten rights issue, to raise gross proceeds of NOK 160 million, of which subscription for NOK 130 million will be underwritten (the "Rights Issue").
The net proceeds from the Rights Issue will be used to strengthen the Company's liquidity into 2026, enabling significant advancements in commercializing poLight's proprietary and patented tunable optics technology and thus facilitating:
- the elevation of customer engagement to secure pivotal design wins and foster strategic relationships with key market players and thereby driving growth across multiple market segments;
- the broadening and enhancement of poLight's product offerings; and
- the continued improvement and maturation of poLight's supply chain to solidify its status as a reliable partner for customers.
The proposed Rights Issue is subject to approval by the Company's shareholders at an extraordinary general meeting in the Company (the "EGM"). The EGM will be held on 18 April 2024 at 18:30 CEST, at the premises of the Company at Innlaget 5, 3185 Skoppum, Norway. The notice for the EGM, together with attendance and proxy forms, is attached to this stock exchange notice.
The underwriting consortium for the Rights Issue consists of certain existing shareholders and new investors (the "Underwriters"). The terms and conditions of the underwriting is set out in an underwriting agreement dated 22 March 2024 (the "Underwriting Agreement"). Pursuant to, and subject to the terms and conditions set out in the Underwriting Agreement, the Underwriters have undertaken to vote their shares, if any, in favor of the Rights Issue and to guarantee on a pro rata basis (not jointly) to subscribe for the shares offered in the Rights Issue, with a total underwritten amount of NOK 130 million. The Underwriters are entitled to an underwriting commission of 10% of their respective underwriting obligations, which shall be settled, at the Underwriter's option, by either; (i) cash payment, or (ii) delivery of newly issued shares in the Company.
The subscription price for the new shares to be issued in the Rights Issue, and thus the exact number of new shares and the exact amount of the share capital increase, will be announced through a stock exchange announcement prior to the EGM and then be reflected in the final proposed resolution to the EGM. Pursuant to the Underwriting Agreement, the subscription price in the Rights Issue (the "Subscription Price") is proposed by the Board to the theoretical ex rights price ("TERP") 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 ending on 16.30 CEST at the date of the EGM), less a discount of 30%. The final subscription price in the Rights Issue, and thus the exact number of new shares and the exact amount of the share capital increase will, however, be determined by the EGM.
In connection with the Rights Issue, a combined offering and listing prospectus (the "Prospectus") will be prepared by the Company, which is subject to approval by the Financial Supervisory Authority in Norway (the "NFSA"). The Prospectus will be published prior to the commencement of the subscription period and will form the basis for subscriptions in the Right Issue.
Pursuant to Section 10-4 (1) of the Norwegian Public Limited Companies Act, the shareholders of the Company at the day of the EGM will, subject to applicable law, be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of that date, and will according to the Board's proposal receive subscription rights proportionate to their existing shareholding as registered in the Company's shareholder register in Euronext Securities Oslo ("VPS") at the expiry of trading day two days thereafter. The Underwriters will have a preferential right to subscribe for and be allocated new shares that have not been subscribed for based on allocated or acquired subscription rights. Oversubscription with subscription rights will be allowed, however, there can be no assurance that new shares will be allocated for such subscriptions. Subscription without subscription rights will not be allowed. The Company will apply for admission to trading of the subscription rights on the Oslo Stock Exchange.
The obligations of the Underwriters pursuant to the Underwriting Agreement is subject to satisfaction of certain conditions, including; (i) approval by the EGM of the share capital increase relating to the Rights Issue, and (ii) the Prospectus being approved by the NFSA and published by the Company.
A further description of the Rights Issue and of other circumstances that must be considered upon subscription of shares in the Rights Issue will be included in the Prospectus, which will be published no later than at the commencement of the subscription period and that will constitute the subscription material for the offering.
Advisors:
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.