poLight ASA: Contemplated underwritten rights issue - notice of extraordinary general meeting

20 Mar 2023 21:17 CET

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.

The Board of Directors (the "Board") of poLight ASA ("poLight" or the "Company")
has resolved to propose that the Company carries out a share capital increase,
by way of a partially underwritten rights issue, to raise gross proceeds of up
to NOK 135 million (the "Rights Issue"). The Rights Issue is partially
underwritten, with certain existing shareholders and investors guaranteeing
subscriptions in the Rights Issue for an amount of NOK 100 million.

The net proceeds from the Rights Issue will be used to finance the Company's
growth plan.

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 11 April 2023 at 18.00 CET, at the premises of the Company at Innlaget
230, 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 20 March 2023
(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 100 million. The
Underwriters are entitled to a guarantee fee of 10% of their respective
underwriting obligations, which shall be settled by 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, 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 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
Company will apply for admission to trading of the subscription rights on the
Oslo Stock Exchange. 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.

The obligations of the Underwriters pursuant to the Underwriting is subject to
satisfaction of certain conditions, including; (i) approval by the EGM of the
share capital increase relating to the Rights Issue, (ii) the Prospectus being
approved by the NFSA and published by the Company, (iii) the two largest
shareholders in the Company, Investinor Direkte AS and Stiftelsen
Industrifonden, undertaking not to sell subscription rights for the Rights Issue
at a price lower the difference between the TERP and the Subscription Price,
(iv) Investinor Direkte AS and Stiftelsen Industrifonden having entered into a
customary lock-up undertaking for a period of 90 days commencing from the date
hereof, and (v) Øyvind Isaksen, the CEO of the Company (or his holding company
Oimacon AS), subscribing for at least its pro rata part of the Offer Shares in
the Rights Issue.

Further to the conditions above, the two largest shareholders in the Company,
Investinor Direkte AS and Stiftelsen Industrifonden, has today accepted to enter
into a customary lock-up undertaking for a period of 90 days commencing from the
date hereof.

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 for the Rights Issue, which will be published no later than at
the commencement of the subscription period and that will constitute the
subscription material for the offering.

2023-03-20 poLight ASA - Notice of extraordinary general meeting
2023.pdf (https://mb.cision.com/Public/14821/3737516/bfa931daeea30231.pdf)

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 offers a new autofocus lens which "replicates" the human eye for use in
devices such as smartphones, wearables, barcode, machine vision systems and
various medical equipment. poLight's TLens® enables better system performance
and new user experiences due to benefits such as extremely fast focus, small
footprint, no magnetic interference, low power consumption and constant field of
view. poLight is based in Horten, Norway, with employees in Finland, France, UK,
US, China, Taiwan and Philippines. For more information, please visit
https://www.polight.com

This announcement is considered to include inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. This stock exchange
release was published by Alf Henning Bekkevik, CFO, on the time and date
provided.

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"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
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, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, 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

585733_2023_03_20_poLight_ASA_Notice_of_extraordinary_general_meeting_2023.pdf