TØNSBERG, Norway, April 15, 2025--(BUSINESS WIRE)--poLight ASA("poLight" or the "Company", OSE: PLT) today announced that the Company has entered into a strategic investment agreement (the "Investment Agreement") with Q Technology (Group) Company Limited ("Q Tech"), a leading manufacturer of camera modules for global companies. Pursuant to the Investment Agreement, the Company will issue 63,743,112 new shares to Q Tech at a subscription price of NOK 2.69 per share, raising total gross proceeds of NOK 171,468,971.28 (the "Private Placement"). The issuance will represent approximately 32.97% of poLight's outstanding shares following the Private Placement, and Q Tech will have the right to nominate two members to poLight's Board of Directors.
The completion of the Private Placement is conditional upon the approval by the Company's general meeting for the share issuance to Q Tech, the appointment of Q Tech's nominated directors to poLight's Board of Directors, and certain amendments to the Company's articles of association regarding the composition of the Board of Directors as set out below.
The general meeting is expected to be held on 21 May 2025. The Company's largest shareholder Investinor Direkte AS and LHH AS, holding 10.42% and 5.01% of the shares of the Company, respectively, have entered into irrevocable undertakings to vote in favor of the Private Placement and the related resolutions at the general meeting. Following the Private Placement, the Company may carry out a subsequent offering of up to 19,122,933 new shares to existing shareholders of poLight (the "Subsequent Offering").
As a part of the strategic investment, Q Tech is working to establish a dedicated TLens® assembly and test line ("Strategic Partnership Agreement"), in addition to poLight's existing manufacturing capabilities.
"This partnership, combining our technology and expertise with Q Tech's experience in ramping up technology to high volume, is an important element in convincing major OEM´s to use our products and establish poLight as a trusted long-term supplier," said Dr. Øyvind Isaksen, CEO of poLight ASA.
"We strongly believe that poLight's unique technology will be important for several applications," said Q Tech Chairman Roy Ho. "With backing from a top tier U.S. consumer electronics customer, we are confident this alliance will bring cutting-edge solutions to the market, addressing key industry challenges."
The Private Placement entails a deviation from the shareholders' pre-emptive rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited Liability Companies Act. The Board of Directors has carefully considered whether such a deviation from the shareholders' pre-emptive rights is in the best interest of the Company and its shareholders. The Board of Directors has concluded this is the case. The Board of Directors emphasized, inter alia, that the Company by this transaction will secure the equity required for further growth and working capital needed to scale production of the Company's TLens® and further develop the Company´s technology platform, both related to TLens® and TWedge®.
The Board of Directors believes that the subscription price in the Private Placement is fair, considering the trading price of the Company's shares on the Oslo Stock Exchange, as well as the knowledge, production scaling, and significant funding offered by Q Tech. The development of the Company's TLens® and TWedge® technology through the partnership with Q Tech is in line with the Company's strategy, and this transaction has the potential to significantly accelerate scaling of this offering. Further, Q Tech has agreed to a two-year lock-up on its shareholding in the Company, subject to customary terms and conditions. The Board of Directors also emphasized that the transaction will not imply an unequal treatment of existing shareholders, and the Subsequent Offering reduces dilution for such shareholders. The transaction is supported by the Company's largest shareholders, Investinor Direkte AS and LHH AS.
According to the Investment Agreement, at least two members of poLight's Board of Directors shall be independent of poLight's largest shareholders and management in accordance with the recommendations of the Norwegian Code of Practice for Corporate Governance (the "Independent Directors"), and this shall be reflected in the Company's articles of association. Further, the articles of association shall set out that Q Tech will have the right to appoint two members to the Board of Directors for as long as Q Tech and/or its affiliates hold in aggregate at least 25% of the shares of poLight.
Pursuant to the Investment Agreement, in the event a voluntary offer by a third party to acquire all the shares in the Company is recommended by the Independent Directors, Q Tech must either accept the offer, present a competing offer with at least the same cash price and other terms that are in aggregate no less favorable, or agree to co-bid (if permitted by applicable law). All aspects of such an offer shall be handled by the Independent Directors, including engaging advisors and negotiating terms. If a higher offer is made and Q Tech does not respond appropriately, it must sell its shares as per the initial offer.
The Company will call for a general meeting to resolve the share capital increase pertaining to the Private Placement, appoint two board members nominated by Q Tech and amend its articles of association, as will be further described in the notice to the general meeting to be announced separately on or prior to 30 April 2025. Further, the Board of Directors will propose to the general meeting that the Board of Directors is granted an authorization to carry out the Subsequent Offering of up to 19,122,933 new shares in the Company, directed at shareholders in the Company as of 15 April 2025 (as registered in Euronext Securities Oslo (VPS) two trading days thereafter) who are not domiciled in a jurisdiction where such an offer would be unlawful or, for jurisdictions other than Norway, require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). The Eligible Shareholders will be granted non-transferable subscription rights to subscribe for and be allocated new shares in the Subsequent Offering. The subscription price in the Subsequent Offering will be NOK 2.69. Oversubscription will be permitted, but subscription without subscription rights will not be permitted.
The Subsequent Offering will be conditional upon the approval of the said authorization by the general meeting, as well as the completion of the Private Placement. The application period for the Subsequent Offering is expected to commence shortly after the publication of the Prospectus (as defined below). The Company will issue a separate stock exchange announcement with further details on the Subsequent Offering. The Company reserves the right to cancel the Subsequent Offering due to prevailing the market conditions in the future. The Company will publish a prospectus for the listing of the shares issued pursuant to the Private Placement, subject to approval by the general meeting, as well as the offer and listing of new shares in connection with the Subsequent Offering (the "Prospectus"). Publication of the Prospectus is subject to approval of the Prospectus by the Norwegian Financial Supervisory Authority, expected during June/July 2025. The shares issued in the Private Placement will, subject to the general meeting's approval, be issued prior to approval and publication of the Prospectus, and will be issued under a separate and temporary ISIN blocked from trade on the Oslo Stock Exchange pending publication of a listing prospectus.
Pareto Securities AS is acting as financial advisor to the Company, as well as settlement agent (the "Settlement Agent") for the Private Placement and the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company. Wikborg Rein Advokatfirma AS is acting as legal advisor to Q Tech.
Information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication by Joakim Hines Bredahl, CFO of poLight on the date and time as set out above.
About poLight ASA
poLight ASA (listed on the Oslo Stock Exchange: PLT) offers a patented, proprietary tunable optics technology, starting with its first product, TLens® which replicates "the human eye" experience in autofocus cameras used in devices such as smartphones, wearables, barcode scanners, 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 Tønsberg, Norway, with employees in Finland, France, UK, US, China, Taiwan, Japan, and the Philippines. For more information, please visit https://www.polight.com
About Q Technology (Group) Company Limited
Q Technology (Group) Company Limited (listed on the Hong Kong Stock Exchange, ticker: 1478) is a global leading manufacturer of camera modules and fingerprint recognition modules. Through the persistent pursuit of capabilities in optics, computer vision and deep learning, Q Tech is dedicated to becoming a world-class intelligent vision enterprise adhering to the motto of "Illuminate Things" and offering high-quality machine vision and human vision to mobile terminals, vehicles and IoT smart devices. For more information, please visit (https://www.qtechsmartvision.com/common/lang/lng/en.html)
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Settlement Agent, nor or any of its affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of poLight.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). Any offering of the securities referred to in this announcement will be made by means of a Prospectus which will be prepared, and which is subject to the approval by the Norwegian Financial Supervisory Authority. Investors in the Subsequent Offering should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the websites of the Settlement Agent.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 to 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.
This announcement is made by, and is the responsibility of, the Company. The Settlement Agent and its affiliates are acting exclusively for the Company and no-one else in connection with the transactions described in this announcement. They will not regard any other person as their respective clients in relation to the transactions described in this announcement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions described in this announcement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the transaction described in this announcement, the Settlement Agent and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities of the Company or related investments in connection with the transactions described in this announcement or otherwise. Accordingly, references in the Prospectus to the securities 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 Settlement Agent and any of its affiliates acting as investors for their own accounts. The Settlement Agent 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.
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", "aim", "expect", "anticipate", "intend", "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 believes 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 its control. 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Settlement Agent and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
