Share Information

Prospectus Documents

Prospectus from 28 August 2020

Reference is made to the stock exchange notice published by Thin Film Electronics ASA (the “Company” or “Thinfilm”) on 23 July 2020 regarding the successful completion of a private placement raising approximately NOK 50 million (the “Private Placement”) through the allocation of 333,866,666 new shares in the Company, each with a nominal value of NOK 0.11, at a subscription price per share of NOK 0.15. Further reference is made to the Extraordinary General Meeting held 19 August 2020 approving the Private Placement, and a subsequent repair offering raising up to approximately NOK 10 million through the offering of up to 66,666,666 shares (the “Offer Shares”) on similar terms as the Private Placement (the “Subsequent Offering”). The Extraordinary General Meeting also approved the issuance of one warrant for every share subscribed for and allocated to a subscriber in the Private Placement and Subsequent Offering (the “Warrant”), such Warrant having an exercise price of NOK 0.25 per share and being exercisable at any time from 31 March until 30 June 2021.
The Financial Supervisory Authority of Norway (the “Norwegian FSA”) has approved the Prospectus, which has been prepared by the Company for the listing on Oslo Børs of the 333,866,666 new shares issued in the Company in the Private Placement and the offer and listing of up to 66,666,666 Offer Shares in the Subsequent Offering, for a subscription price per Offer Share of NOK 0.15.

The Prospectus can be downloaded by clicking the link below. Printed copies of the Prospectus may be obtained free of charge at the offices of the Company’s law firm Advokatfirmaet Ræder AS. As a result of the above, the subscription period for the Subsequent Offering starts on 1 September 2020 and expires on 15 September 2020 at 16:30 CET. Each Eligible Shareholder has been granted 0.337792737987746 transferable subscription rights (“Subscription Rights”) for every share owned in the Company as of the Record Date. Each Subscription Right gives the shareholder the preferential right to subscribe for and be allocated one (1) Offer Share in the Subsequent Offering. A right to subscribe for a fraction of a share shall be rounded down to the nearest whole share. Oversubscriptions and subscriptions without Subscription Rights will be allowed, however, there can be no assurances that Offer Shares will be allocated based on such subscriptions. Subscription Rights not used to subscribe for Offer Shares during the subscription period will have no value after the end of the subscription period and will lapse without compensation to the holder.

The Subscription Rights, Offer Shares and Warrants have not been registered, and will not be registered, under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered, sold, taken up, exercised, resold, delivered or transferred, directly or indirectly, within the United States, except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Subscription Rights, Offer Shares and Warrants have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and may not be offered, sold, taken up, exercised, resold, delivered or transferred, directly or indirectly, in or into Australia, Canada or Japan, except pursuant to an applicable exemption from the registration requirements and otherwise in compliance with the securities laws of such country, or any other jurisdiction in which it would not be permissible to offer the Offer Shares.

This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

Prospectus from 12 June 2020

Reference is made to the stock exchange notice published by Thin Film Electronics ASA (the “Company” or “Thinfilm”) on 30 May 2020 regarding registration of the shares issued in the private placement resolved by the Extraordinary General Meeting dated 20 May 2020 (the “Private Placement”), which new shares would not be admitted to trading on Oslo Børs pending publication of a listing prospectus (the “Prospectus”), as approved by the Financial Supervisory Authority of Norway (the “Norwegian FSA”). Reference is also made to the stock exchange notice published on 20 May 2020 regarding the Company’s resolution to proceed with the Subsequent Offering.

The Norwegian FSA has approved the Prospectus that has been prepared by the Company for the listing on Oslo Børs of the 227,272,727 shares issued in the Company in the Private Placement and the offer and listing of up to 63,636,363 Offer Shares in the Subsequent Offering, for a subscription price per Offer Share of NOK 0.11 (which is equal to the subscription price per share in the Private Placement).

Each Offer Share will be granted two warrants (“Warrants”), where the first Warrant (“Warrant A”) will have an exercise price of NOK 0.11 per share and be exercisable at any time from the date of grant until 31 December 2020, and the second Warrant (“Warrant B”) will have an exercise price of NOK 0.25 and be exercisable at any time from the date of grant until 20 August 2021.

The Prospectus can be downloaded by clicking the link below. Printed copies of the Prospectus may be obtained free of charge at the offices of the Company’s law firm Advokatfirmaet Ræder AS. As a result of the above, the subscription period for the Subsequent Offering starts on 15 June 2020 and expires on 29 June 2020 at 16:30 CET. Each Eligible Shareholder has been granted 1,11458462 transferable subscription rights (“Subscription Rights”) for every share owned in the Company as of the Record Date. Each Subscription Right gives the shareholder the preferential right to subscribe for and be allocated one (1) Offer Share in the Subsequent Offering. Oversubscriptions and subscriptions without Subscription Rights will be allowed, however, there can be no assurances that Offer Shares will be allocated based on such subscriptions. Subscription Rights not used to subscribe for Offer Shares during the subscription period will have no value after the end of the subscription period and will lapse without compensation to the holder.

The Subscription Rights, Offer Shares and Warrants have not been registered, and will not be registered, under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered, sold, taken up, exercised, resold, delivered or transferred, directly or indirectly, within the United States, except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Subscription Rights, Offer Shares and Warrants have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and may not be offered, sold, taken up, exercised, resold, delivered or transferred, directly or indirectly, in or into Australia, Canada or Japan, except pursuant to an applicable exemption from the registration requirements and otherwise in compliance with the securities laws of such country, or any other jurisdiction in which it would not be permissible to offer the Offer Shares.

This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

Prospectus from 15 November 2017

Reference is made to the stock exchange notices published by Thin Film Electronics ASA (“Thinfilm” or the “Company”) on 18 October and 19 October 2017, respectively, regarding the private placement of shares in the Company (the “Private Placement”).

The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today approved a listing prospectus dated 15 November 2017 for the listing of 271,000,000 new shares at a subscription price of NOK 2.50 per new share on Oslo Børs (the “Prospectus”).

Printed copies of the Prospectus may be obtained free of charge at the office of Thin Film Electronics ASA, Henrik Ibsens gate 100, 0230 Oslo, Norway. Phone +47 22 42 45 00 or by e-mail: info@thinfilm.no.

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. Advokatfirmaet Ræder AS is acting as legal advisor to the Company.

This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.