NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER 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.
THIN - CONTEMPLATED PRIVATE PLACEMENT
Oslo, 1 December 2016
Thin Film Electronics ASA ("Thinfilm" or the "Company") has retained ABG Sundal Collier ASA and Arctic Securities AS as Joint-Lead Managers and Joint Bookrunners (the "Managers") to advise on and effect an undocumented private placement of up to the NOK equivalent of approximately USD 60 million, representing approximately 20% of the outstanding shares in the Company (the "Private Placement"). The subscription price in the Private Placement will be set at or close to market through an accelerated bookbuilding process.
The Company has received significant pre-commitments from existing shareholders, as well as new institutional investors, to subscribe for shares in the Private Placement.
The application period for the Private Placement commences today at 16:30 CET and closes 2 December 2016 at 08:00 CET. The Company and the Managers may, however, at any time resolve to close or extend the bookbuilding period at their sole discretion and on short notice. The minimum subscription amount in the Private Placement will be NOK 2 million.
The net proceeds from the New Share Issue will be used to prepare and equip Thinfilm's newly leased manufacturing site at Junction Road, North San Jose, California in order to achieve an expected production capacity of five billion NFC units. A portion of the proceeds will also cover operating costs during 2017 and 2018. Additional funds may be necessary to achieve break-even, and such sufficient additional funding may be provided through a number of alternatives, including strategic partnerships, customer financing, and/or exercise of existing warrants previously issued by the company.
The Private Placement will be divided into a Tranche 1 consisting of 67,600,000 new shares (representing approximately 10% of the share capital of the Company) (the "Tranche 1 Shares") and a Tranche 2 consisting of an equal number of new shares (the "Tranche 2 Shares"). The completion of Tranche 1 of the Private Placement is subject to approval by the Board of Directors pursuant to an authorisation by the Company's general meeting held 10 May 2016, while the completion of the potential Tranche 2 of the Private Placement is subject to the approval by an extraordinary general meeting (the "EGM") expected to be held on or about 23 December 2016.
The Private Placement will be directed towards Norwegian investors and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements. The private placement structure of the transaction will inherently require a waiver of existing shareholders' preferential rights to subscribe for new shares. The Board of Directors considers such structure and waiver necessary and appropriate in the interest of time and successful completion.
Notification of allotment and payment instructions for Tranche 1 is expected to be sent to the applicants by the Managers on or about 2 December 2016. In order to provide for prompt registration of the share capital increase, the Company and the Managers expect to enter into an agreement related to pre-funding of the payment for the shares allocated in Tranche 1 of the Private Placement, such agreement regulating inter alia certain rights and obligations of the Company and the Managers related to the pre-funding. Subject to such agreement being in place, settlement of Tranche 1 is expected to take place on 6 December 2016 (on a regular DVP, t+2 basis).
Notification of conditional allotment and payment instructions for Tranche 2 is expected to be sent to the relevant applicants by the Managers on or about 2 December 2016. Settlement of Tranche 2 is expected to take place shortly after the EGM, subject to the approval by the Norwegian Financial Supervisory Authority of a listing prospectus for the Tranche 2 Shares (the "Prospectus"). If the Prospectus is not approved at that point in time, the Tranche 2 Shares may be issued on a separate ISIN and subsequently delivered to the relevant applicants. These shares would thereafter be converted to the existing ISIN of Thinfilm and become tradable on the Oslo Stock Exchange as soon as practically possible following the approval of the Prospectus by the Norwegian Financial Supervisory Authority.
For further information, please contact:
Ole Ronny Thorsnes
CFO
Mobile: +47 91 86 66 97
E-mail: ole.thorsnes@thinfilm.no
About Thin Film Electronics ASA:
Thin Film Electronics ASA is a leader in printed electronics and NFC smart packaging solutions. The first to commercialize printed, rewritable memory, the Company today creates printed tags, labels and systems that include memory, sensing, display, and wireless communication - all at a cost-per-function unmatched by conventional electronic technologies. Thinfilm's roadmap integrates technology from a strong and growing ecosystem of partners to bring intelligence to everyday items and effectively extend the traditional boundaries of the Internet of Things.
Thin Film Electronics ASA is a publicly listed Norwegian company with headquarters in Oslo, Norway; product development and production in Linköping, Sweden; product development, production, and business development in San Jose, California, USA; and sales offices in the United States, Hong Kong, and Singapore. For more information, visit www.thinfilm.no.
Important information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
Forward-looking statements:
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)