Thin Film Electronics ASA: Contemplated Private Placement

Thin Film Electronics ASA: Contemplated Private Placement
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. 

Thin Film Electronics ASA (the "Company" or "Thin Film") has engaged
Skandinaviska Enskilda Banken AB (publ) and SpareBank 1 Markets ("the Managers")
as Bookrunners to advise on and effect a contemplated private placement of up to
68,922,869 new shares in the Company.

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. 

The subscription price and the number of Offer Shares to be issued in the
Private Placement will be determined by the board of directors of the Company
(the "Board") following an accelerated bookbuilding process. The bookbuilding
period commences today at 16:30 CET and is expected to close at 08:00 CET on 02
March 2021. The bookbuilding may, at the discretion of the Company and the
Manager, close earlier or later and may be cancelled at any time and
consequently, the Company may refrain from completing the Private Placement. The
Company will announce the final number of Offer Shares placed and the final
subscription price in the Private Placement in a stock exchange announcement
expected to be published later today or before the opening of trading on the
Oslo Stock Exchange tomorrow, 02 March 2021.

The allocation of Offer Shares will be determined at the end of the bookbuilding
period and the final allocation will be made at the sole discretion of the Board
after input from the Managers. Allocation will be based on criteria such as (but
not limited to), timeliness of the application, relative order size, sector
knowledge, investment history, perceived investor quality and investment
horizon. The Board may, at its sole discretion, reject and/or reduce any
applications. There is no guarantee that any applicant will be allocated Offer
Shares. Notification of allotment and payment instructions is expected to be
issued to the applicants on or about 2 March 2021 through a notification to be
issued by the Managers. 

Delivery of the new shares allocated in the Private Placement will, in order to
facilitate delivery-versus-payment and timely delivery of already listed shares
to subscribers in the Private Placement, be made by delivery of existing and
unencumbered shares in the Company, pursuant to a share lending agreement
entered into between the Company, the Managers and a certain existing
shareholder.

The Private Placement will be directed towards Norwegian and international
investors, in each case subject to an exemption being available from offer
prospectus requirements and any other filing or registration requirements in the
applicable jurisdictions and subject to other selling restrictions. The minimum
application and allocation amount have been set to the NOK equivalent of EUR
100,000. The Company may, however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the offer prospectus
requirement pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available.

The Board has considered the contemplated Private Placement in light of the
equal treatment obligations under the Norwegian Securities Trading Act and Oslo
Børs' Circular no. 2/2014 and deems that the proposed Private Placement would be
in compliance with these requirements. The Board holds the view that it will be
in the common interest of the Company and its shareholders to raise equity
through a private placement, in view of the current market conditions and the
growth opportunities currently available to the Company. A private placement
enables the Company to raise capital in an efficient manner, and the Private
Placement is structured to ensure that a market-based subscription price is
achieved.

Completion of the Private Placement is subject to (i) all necessary corporate
resolutions for consummating the Private Placement being validly made by the
Company, including without limitation relevant approvals and resolutions by the
Board of Directors and the Company's general meeting, as applicable, and (ii)
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 the VPS. 


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 are acting as
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: [phone] |
[e-mail]

Kevin Barber, CEO, Thin Film Telephone: [phone] |
[e-mail]

Dave Williamson, CFO, Thin Film Telephone: [phone] |
[e-mail]
 

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.

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