Oslo, 19 October 2017
Reference is made to the stock exchange release from Thin Film Electronics ASA ("Thinfilm" or the "Company") published yesterday regarding the contemplated private placement of shares in the Company.
The Company announces today that it has raised approx. NOK 881 million (approx. USD 110 million) in gross proceeds through a private placement consisting of 352,500,000 new shares (the "Private Placement"). The subscription price in the Private Placement has been set to NOK 2.50 per share, equivalent to a 7.8% premium to the closing price on the Oslo Stock Exchange yesterday.
Carnegie AS acted as Sole Global Coordinator and Joint Bookrunner in the Private Placement. DNB Markets, a part of DNB Bank ASA, and Cowen and Company, LLC acted as Joint Bookrunners in the Private Placement (together with Carnegie, the "Managers"). The Private Placement was carried out as an accelerated book-build after close of trading yesterday and attracted strong interest from existing shareholders as well as new high quality institutional investors.
The new shares allocated in the Private Placement will be issued in two separate tranches. Tranche 1, consisting of 81,500,000 new shares, equivalent to approximately 10% of the capital of the Company, will be issued based on an authorisation to the Board of Directors granted by the Company's Annual General Meeting on 5 May 2017 (the "Tranche 1 Shares"). Tranche 2, consisting of 271,000,000 new shares, representing approximately 33% of the capital of the Company (the "Tranche 2 Shares"), will be subject to approval by an Extraordinary General Meeting to be held on or about 13 November 2017 (the "EGM").
Notification of allotment in Tranche 1 and conditional allotment in Tranche 2 will be sent to the applicants today by the Managers. The date for settlement of Tranche 1 Shares of the Private Placement is expected to be on or about 23 October 2017 (regular DVP, t+2 basis). Tranche 1 Shares are expected to be tradable on or about 20 October (which shall not be prior to the date on which the share capital is registered in the Norwegian Register of Business Enterprises and announced by the Company).
The date for settlement of the Tranche 2 Shares is expected to be shortly after the EGM to be held on or about 13 November 2017. If a prospectus has not been approved by the Norwegian Financial Supervisory Authority at that point in time, the Tranche 2 Shares may be issued on a separate ISIN and delivered to the investors. These shares would thereafter be converted to the existing ISIN of Thin Film and become tradable on the Oslo Stock Exchange as soon as practically possible following the approval of the prospectus by the Norwegian Financial Services Authority.
Following registration of the new share capital pertaining to Tranche 1, the Company will have an issued share capital of NOK 99,095,878 divided into 900,871,617 shares, each with a par value of NOK 0.11. Following and subject to completion of Tranche 2, the Company will have an issued share capital of NOK 128,905,878 divided into 1,171,871,617 shares, each with a par value of NOK 0.11.
For further information, please contact:
Ole R. Thorsnes
Mobile: +47 91 86 66 97
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 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.
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)