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2021-10-04

poLight ASA: Resolution to increase the share capital in connection with a Subsequent Offering - Further information about the Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, 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 notice from poLight ASA (the "Company") on 13 September regarding key information about the contemplated subsequent offering of up to 170,455 new shares (the "Subsequent Offering"), including the Subsequent Offering being subject to, among other things, the publication of a prospectus in accordance with applicable legislation (the "Prospectus") and required corporate resolutions being made.

Today, Company's Board of Directors formally resolved to approve the issuance of the New Shares pursuant to the board authorization provided by the ordinary general meeting held 26 May 2021.

Outlined below are some of the key terms in the Subsequent Offering.  

The Subsequent offering comprises an offer by the Company to raise an amount of up to NOK 18.75 million in gross proceeds by issuing up to 170,455 new shares, each with a nominal value of NOK 0.20, at a subscription price of NOK 110 (the "Offer Shares").

Subject to the registration of the Prospectus in the Norwegian Business Registry, the subscription period in the Subsequent Offering will, upon publication of the Prospectus, commence on 7 October 2021, at 09:00 hours (CEST) and end on 20 October 2021 at 16:30 hours (CET) (the "Subscription Period").

The Subsequent Offering is directed towards the holders of the Company's shares as of 13 September 2021, as registered in the Norwegian Securities Depository (the "VPS") as of 15 September 2021 (the "Record Date"), except (i) shareholders who were invited to subscribe for shares in the pre-sounding of the private placement completed on 13 September 2021 (the "Private Placement"), (ii) shareholders who were allocated new shares in the Private Placement and (iii) shareholders who are a resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any filing, registration or similar action (the "Eligible Shareholders").

Eligible Shareholders will receive non-transferable subscriptions rights (the "Subscription Rights") based on their registered shareholding in the VPS as of the Record Date, giving the right to subscribe for and be allocated the Offer Shares in the Subsequent Offering. Each Eligible Shareholder will, subject to applicable law, be granted 0.030519 Subscription Rights for each share registered as held by such Eligible Shareholder as of the end of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will give the right to subscribe for (1) one Offer Shares. Subscription without Subscription Rights will not be allowed. Over-subscription will be permitted, but no guarantee can be made of Offer Shares being allocated for such subscriptions.

The payment for the Offer Shares allocated to Eligible Shareholders falls due on 27 October 2021. Assuming due payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, delivery of the Offer Shares in the VPS is expected to take place on or about 29 October 2021.

Pareto Securities AS is acting as sole manager (the "Manager") for the Subsequent Offering. Advokatfirmaet CLP DA is acting as the Company's legal advisor.

For more information about the Subsequent Offering, please contact::

Øyvind Isaksen, CEO, poLight ASA: +47 90 87 63 98, oyvind.isaksen@polight.com

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