poLight ASA: Resolution to increase the share capital for settlement of underwriting commission
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.
Reference is made to previous stock exchange announcements from poLight ASA ("poLight" or the "Company") regarding the Company's partially underwritten rights issue of minimum 56,313,623 new shares and maximum 69,305,075 new shares (the "Offer Shares"), to raise gross proceeds of up to NOK 160 million (the "Rights Issue"), of which an underwriting consortium has agreed to underwrite subscription of new shares for gross proceeds of NOK 130 million.
Pursuant to the underwriting agreement for the Rights Issue, dated 22 March 2024, the Underwriters are entitled to an underwriting commission of 10% of the respective underwriter's underwriting obligations, which shall be settled either by; (i) cash payment, or (ii) delivery of new shares in the Company (the "Fee Shares"). Following the expiry of the subscription period for the Rights Issue, the Company has been informed that 16 underwriters, who jointly held underwriting obligations in the amount of NOK 67,600,000, wish to receive their underwriting commission by delivery of Fee Shares. Consequently, these underwriters are entitled to receive 2,928,299 Fee Shares as settlement for the underwriting commission. The other underwriters will receive their underwriting commission in cash.
On the background described above, the Company's board of directors has today resolved to increase the share capital in connection with the issuance of the Fee Shares. The share capital increase has been resolved pursuant to the Board authorization to increase the share capital that was granted at the Company's ordinary general meeting held on 24 May 2023.
The Fee Shares are expected to be delivered to the relevant underwriters simultaneously as the Offer Shares, currently expected on or about 22 May 2024.
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.