polight asa – start of subscription period in subsequent offering – publication of prospectus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, 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.
Reference is made to the stock exchange announcement from poLight ASA (the "Company") on 16 April 2020 regarding the completion of a private placement of 727,273 new shares in the Company at a subscription price of NOK 55 per new share (the "Private Placement"), raising gross proceeds of approximately NOK 40 million. Reference is furthermore made to the approval by the general meeting of the Company on 28 May 2020 of a share capital increase of up to 181,818 new shares (the "Offer Shares"), each at a subscription price of NOK 55 (the "Subsequent Offering").
The subscription period in the Subsequent Offering commences today, on 3 June 2020 at 09:00 hours CEST, and will end on 16 June 2020 at 16.30 hours CEST.
In the Subsequent Offering, the Company's shareholders as of 16 April 2020 (as registered in the VPS on 20 April 2020 (the "Record Date")), except (i) shareholders who were allocated shares in the Private Placement, and (ii) shareholders who are resident in a jurisdiction where such offering would be unlawful or would require any filing, registration or similar action (other than publishing of a prospectus in Norway) (the Eligible Shareholders) (the "Eligible Shareholders") will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable law, gives a right to subscribe for and be allocated Offer Shares at the subscription price of NOK 55 (the "Subscription Price"), which is equal to the subscription price in the Private Placement.
Eligible Shareholders will be granted approximately 0.03786 Subscription Rights for each share registered as held on the Record Date, however rounded down to the nearest whole Subscription Right. Each whole Subscription Right provides a right to subscribe for, and be allocated, one Offer Share at the Subscription Price. Subscription Rights that are not used to subscribe for Offer Shares before 16.30 hours CEST will have no value and will lapse without compensation to the holder. Over-subscription is permitted. Subscription without Subscription Rights will not be permitted.
Eligible shareholders who wish to participate in the Subsequent Offering may subscribe through the VPS Online Subscription System or by completing and submitting to the subscription form for the Subsequent Offering (available in the Prospectus, as defined below) in accordance with the procedures described in the Prospectus.
A prospectus dated 29 May 2020 (the "Prospectus") has been prepared in connection with the Subsequent Offering. The Prospectus contains further information about the Company and the terms and conditions of the Subsequent Offering. The Prospectus is not subject to review by the Norwegian Financial Supervisory Authority nor any other authority but has been submitted to the Norwegian Register of Business Enterprises in accordance with section 7-8 of the Norwegian Securities Trading Act.
The Prospectus will be made available at the Company's website, www.polight.com, and at www.abgsc.no and www.arctic.com.
ABG Sundal Collier ASA and Arctic Securities AS act as managers in the Subsequent Offering. Advokatfirmaet CLP DA acts as Norwegian legal counsel to the Company.