NOTE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.
PRIVATE PLACEMENT PLACED
Reference is made to the press release from IDEX Biometrics ASA ("IDEX" or the "Company") published earlier today, 16 September 2024, regarding a contemplated private placement of new shares to raise gross proceeds of NOK 55-65 million (the "Private Placement").
The Private Placement has been successfully placed and attracted strong interest and was significantly oversubscribed. The Private Placement will raise gross proceeds to the Company of NOK 70 million, through the issue of 466,666,666 new shares (the "Offer Shares") at a price of NOK 0.15 per Offer Share (the "Offer Price").
The net proceeds from the Private Placement will be used to fund the Company's continued commercialization efforts, necessary product development and market development expenses, working capital needs, as well as capital expenditures and other general corporate purposes.
STRUCTURE OF THE PRIVATE PLACEMENT
The Private Placement is divided into two tranches. 101,624,966 Offer Shares have been allocated in the first Tranche ("Tranche 1" and the "Tranche 1 Offer Shares") and 365,041,700 Offer Shares have been allocated in the second tranche ("Tranche 2" and the "Tranche 2 Offer Shares"). Completion of Tranche 1 will, in addition to the further conditions described below, be subject to the board of directors (the "Board") being granted a board authorization which can be used to issue the Tranche 1 Offer Shares (the "Board Authorization") by the extraordinary general meeting of the Company to be held on 23 September 2024 ("EGM I"). Completion of Tranche 2 will, in addition to the further conditions described below, be subject to approval by an extraordinary general meeting of the Company expected to be held on or about 9 October 2024 ("EGM II").
The subscribers in the Private Placement will without cost be allocated two warrants (Nw. "frittstående tegningsretter"), Warrants A and Warrants B, respectively, issued by the Company for every two Offer Shares allocated to, and paid by, them in the Private Placement (the "Warrants" and the "Warrants Issuance"). Each Warrant will give the holder a right to subscribe for one new share in the Company at a subscription price equal to the Offer Price. Warrants A may only be exercised within the first 14 days following the Company's announcement of its Q4 2024 financial report (announcement expected on 27 February 2025), and all Warrants A not exercised within such period will lapse without compensation to the holder. Warrants B may only be exercised from 31 March 2025 to 11 April 2025, and all Warrants B not exercised within such period will lapse without compensation to the holder. The Company shall use reasonable efforts to seek to ensure that the Warrants are admitted to trading on the Oslo Stock Exchange as soon as possible following their issuance, but there can be no assurance that such admittance to trading will be obtained. The Warrants will be registered in the VPS.
Completion of Tranche 1 through delivery of the Tranche 1 Offer Shares will be subject to (i) approval by the Board, (ii) approval of the Board Authorization by EGM I, and (iii) registration of the share capital increase pertaining to the Tranche 1 Offer Shares with the Norwegian Register of Business Enterprises (the "NRBE") (jointly the "Tranche 1 Conditions"). Completion of Tranche 2 through delivery of the Tranche 2 Offer Shares will be subject to (i) completion of Tranche 1, (ii) approval by EGM II, and (iii) registration of the share capital increase pertaining to the Tranche 2 Offer Shares with the NRBE (jointly the "Tranche 2 Conditions" and, together with the Tranche 1 Conditions, the "Conditions"). Completion of Tranche 1 will not be conditional upon or otherwise affected by the completion of Tranche 2 and/or the Warrants Issuance, and the applicants' acquisition of Tranche 1 Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2 and/or the Warrants Issuance, for whatever reason, is/are not completed. Delivery of the Warrants will be subject to approval by EGM II and satisfaction of the Conditions for the respective tranches.
Investors being allocated Offer Shares in the Private Placement undertake to vote for all their shares in the Company as of the record date for the relevant EGM in favour of, or give a voting proxy to be used in favour of, (i) the approval of the Board Authorization at EGM I and (ii) the resolutions to issue the Tranche 2 Offer Shares and the Warrants and to carry out the Subsequent Offering (as defined below) at EGM II.
Conditional allocation of the Offer Shares and the Warrants has been determined by the Board, in consultation with the Manager, following expiry of the bookbuilding period. Notification of conditional allocation and settlement instructions will be communicated to investors on 17 September 2024.
SETTLEMENT AND TRADING
Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery versus payment (“DvP”) basis on or about 26 September 2024. Settlement of the Tranche 2 Offer Shares is expected to take place on a DvP basis on or about 14 October 2024. The DvP settlement will be facilitated through a prefunding agreement expected to be entered into between the Company and the Manager. Delivery of the Warrants is expected to take place on or about 14 October 2024.
The Offer Shares are expected to become tradable on the Oslo Stock Exchange by the end of October 2024, following (i) satisfaction of the relevant Conditions and (ii) publication by the Company of a prospectus approved by the Norwegian Financial Supervisory Authority (the "Prospectus"). The Offer Shares will, following registration of the share capital increase pertaining to the relevant Offer Shares with the NRBE, be delivered on a separate and non-tradable ISIN, pending publication of the Prospectus, and will only be tradable on the Oslo Stock Exchange after the Prospectus has been published. Admission to trading of the Warrants on the Oslo Stock Exchange is subject to approval and publication of the Prospectus.
EQUAL TREATMENT CONSIDERATIONS
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that the proposed Private Placement is 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, the funding alternatives currently available to the Company, and the Company's urgent funding requirements. 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. The Company is of the view that a rights issue would need to be guaranteed by a consortium of underwriters, which would entail an added cost for the Company. By structuring the equity raise as a private placement, the Company has been able to raise equity efficiently, with a 37.5 percent discount to the closing price on the Oslo Stock Exchange on 16 September 2024, and at a lower cost than in a rights issue.
SUBSEQUENT OFFERING
The Company will carry out a subsequent repair offering of new shares at the Offer Price directed towards existing shareholders in the Company as of 16 September 2024 (as registered in the VPS on 18 September 2024), who were not allocated Offer Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the "Subsequent Offering". The Subsequent Offering remains subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions, including approval by the Board and EGM II, (iii) the prevailing market price of the Company's shares being higher than the Offer Price, and (iv) approval of the Prospectus. The offer price in the Subsequent Offering will be equal to the Offer Price in the Private Placement and shareholders participating in a Subsequent Offering will be offered the same warrant structure terms as investors in the Private Placement. Oversubscription will be permitted, but subscription without subscription rights will not be permitted. The net proceeds from the Subsequent Offering will be used for the same purposes as in the Private Placement (as stated above). The maximum amount of the Subsequent Offering would be NOK 21 million, equal to 30 percent of the Private Placement, and representing up to 140,000,000 new shares in the Company.
ABOUT THIS NOTICE
This information in this stock exchange announcement is considered to be inside information pursuant to the EU Market Abuse Regulation and is published in accordance with section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was issued by Erling Svela, VP finance, on 16 September 2024 at 24:15 CEST on behalf of the Company.
CONTACT PERSON
Marianne Bøe, Head of Investor Relations
E-mail: marianne.boe@idexbiometrics.com
Tel: +47 91 80 01 86
ABOUT IDEX BIOMETRICS
IDEX Biometrics ASA (OSE: IDEX) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity. Our solutions bring convenience, security, peace of mind and seamless user experiences to the world. Built on patented and proprietary sensor technologies, integrated circuit designs, and software, our biometric solutions target card-based applications for payments and digital authentication. As an industry-enabler we partner with leading card manufacturers and technology companies to bring our solutions to market.
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase any securities. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is not an offer of securities for sale in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Any public offering of securities to be made in the United States would be made by means of a prospectus to be obtained from the Company that would contain detailed information about the Company and management, as well as financial statements; however, the Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made to "qualified institutional buyers" as defined in Rule 144A under the Securities Act or, with respect to institutions or to any existing director or executive officer of the Company only, "accredited investors" as defined in Regulation D under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements, including in respect of the manner in which the Company intends to utilize the proceeds from the Private Placement. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
This announcement is made by, and is the responsibility of, the Company. Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
