PoLight ASA: Private Placement successfully placed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANOTHER 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.
(Horten, 13 September 2021) Reference is made to the stock exchange release from PoLight ASA ("poLight" or the "Company") published on 13 September 2021 regarding a contemplated private placement.
The Company hereby announces that it has allocated 1,136,363 new shares in the Company (the "Offer Shares") in a private placement (the "Private Placement") at a subscription price of NOK 110 per share, corresponding to a total size of the Private Placement of approximately NOK 125 million. The Private Placement was significantly oversubscribed, and was upsized from the initially contemplated amount of up to NOK 100 million to approximately NOK 125 million based on strong investor demand.
Pareto Securities acted as sole manager in connection with the Private Placement.
The net proceeds of the Private Placement will be used to accelerate organic growth, as well as for general corporate purposes.
Notification of allotment of the Offer Shares including settlement instructions will be sent to the applicants through a notification from the Manager on or about 14 September 2021. The Offer Shares will be settled through a delivery versus payment transaction on or about 16 September 2021 with existing and unencumbered shares in the Company that are already admitted to trading on Oslo Børs, pursuant to a share lending agreement between the Company, the Manager, and Investinor Direkte AS. The Offer Shares will be tradable from allocation, i.e. from 14 September 2021.
In order to settle the share loan, the Company's Board of Directors has resolved to issue 1,136,363 new shares in the Company to the Manager pursuant to the authorization granted by the Company's annual general meeting on 26 May 2021. Consequently, the share capital of the Company will be increased with NOK 227,272.60 from NOK 1,825,640 to NOK 2,052,912.60. Following registration of the new share capital pertaining to the Private Placement, the Company will have 10,264,563 shares outstanding, each with a par value of NOK 0.2.
The Company's Board is of the opinion that the Private Placement complies with the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, in particular due to the fact that (i) in the current market, a private placement had a larger possibility of success compared to a rights issue and, therefore, gives the Company timely access to the new capital at lower risk; (ii) the cost of raising capital is assumed to be lower than in a rights issue since any discount is likely to be smaller and subscription guarantees are avoided; and (iii) the Company intends to carry out a subsequent offering directed towards shareholders who were not offered to participate in the Private Placement (the "Subsequent Offering"). On this basis and based on an assessment of the current equity markets, the Company's Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights were deviated from.
Subject to the preparation and publication of a prospectus and prevailing market conditions, poLight will carry out a Subsequent Offering of up to 170,455 new shares in the Company, corresponding to gross proceeds of up to approximately NOK 18.75 million. The Subsequent Offering will be made on the basis of the aforementioned prospectus and will be directed towards eligible shareholders in the Company as of 13 September 2021 who; (i) were not invited to subscribe for shares in the pre-sounding of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, or (iii) is not resident in a jurisdiction would be unlawful, or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders will be granted non-tradable subscription rights. Over-subscription will be permitted, but subscription without subscription rights will not be permitted in the Subsequent Offering. The subscription period in the Subsequent Offering is expected to commence shortly after publication of a prospectus, and the subscription price in the Subsequent Offering will be the same as in the Private Placement.
Advokatfirmaet CLP DA acts as Norwegian legal counsel in connection with the Private Placement.