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Thin Film Electronics ASA: Private placement successfully completed

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Thin Film Electronics ASA
·5 min read
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES OR ANY OTHER 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.

Reference is made to the stock exchange notice from Thin Film Electronics ASA (the “Company” or “Thin Film” published on 1 March 2021 regarding a contemplated private placement of new shares in the Company (the “Private Placement”).

The Company is pleased to announce that the Private Placement has been successfully completed, raising gross proceeds of approximately NOK 57 million through the allocation of 68,922,869 new shares (the "Offer Shares") at a subscription price of NOK 0.82 per New Share (the "Subscription Price"). The Private Placement attracted strong interest from existing shareholders and new institutional investors, both in the Nordics and internationally, and was multiple times covered.

The net proceeds from the Private Placement will be used to fund the scale up of the production of the Company’s micro batteries and for general corporate purposes.

Completion of the Private Placement is subject to the Offer Shares having been validly issued (by registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Register of Business Enterprises) and delivered in Euronext VPS. Following completion of the Private Placement, the Company's share capital will be NOK 122,116,721.43 divided into 1,110,152,013 shares, each with a par value of NOK 0.11.

Allocation and payment instructions will be communicated to investors on 2 March 2021. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 4 March 2021. Offer Shares allocated in the Private Placement will be settled with existing, unencumbered and already listed shares in the Company, pursuant to a share lending agreement entered into between the Managers, a certain existing shareholder and the Company. The Managers will settle the share loan with new shares issued by the Company, the listing of which will be subject to the publication of a listing prospectus.

Thin Film in brief
Thin Film is energizing innovation with ultrathin, flexible, and safe energy storage solutions for wearable devices, connected sensors, and beyond. Thin Film’s innovative solid-state lithium battery (SSLB) technology is uniquely positioned to enable the production of powerful, lightweight, and cost-effective rechargeable batteries for diverse applications. The company’s state-of-the-art flexible electronics manufacturing facility, located in the heart of Silicon Valley, combines patented process technology and materials innovation with the scale of roll-to-roll production methods to bring the advantages of SSLB technology to established and expanding markets.

Advisors
Skandinaviska Enskilda Banken AB (publ) and SpareBank 1 Markets AS (the “Managers”) are acting Joint Lead Managers and Bookrunners in connection with the Private Placement. Advokatfirmaet Ræder AS is acting as the Company's legal advisor. Advokatfirmaet BAHR AS is acting as legal advisor to the Managers.

For more information, please contact:
Morten Opstad, Chairman of the Board, Thin Film, Telephone: +47 918 67 737 | mop@raeder.no
Kevin Barber, CEO, Thin Film, Telephone: +1 408 503 7380 | kevin.barber@thinfilmsystems.com
Dave Williamson, CFO, Thin Film, Telephone: +1 408 503 7313 | dave.williamson@thinfilmsystems.com

Important information:

The release is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan, Hong Kong 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 to the disclosure requirements of 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 any 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, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume 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 Listing and potential Private Placement in Thin Film, and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Listing and 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.