Thin Film Electronics (ThinFilm) has announced that they have raised approx. NOK 881 million (approx. USD 110 million) in gross proceeds through a private placement consisting of 352,500,000 new shares (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 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.