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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 24 May 2023.
IDEX Biometrics ASA (the “Company”), a leading provider of advanced fingerprint
identification and authentications solutions, has retained ABG Sundal Collier
ASA and Arctic Securities AS as Joint Bookrunners (the “Managers”) to advise on
and effect a private placement (the “Private Placement”) of new shares in the
Company (the “Offer Shares”) to raise gross proceeds of approximately NOK
100-150 million.
The net proceeds from the Private Placement will be used to accelerate the
Company’s product commercialization and for working capital and general
corporate purposes.
The subscription price per Offer Share (the “Offer 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 CEST and
ends at 08:00 CEST on 25 May 2023. The bookbuilding period may, at the
discretion of the Company and the Managers, 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
Offer Price in a stock exchange announcement expected to be published before the
opening of trading on the Oslo Stock Exchange tomorrow, 25 May 2023.
The Private Placement will be directed towards Norwegian and international
investors, in each case subject to applicable exemptions from relevant
prospectus, filing or other registration requirements. The minimum application
and allocation amount in the Private Placement will be the NOK equivalent of EUR
100,000, provided that the Company may, at its sole discretion, allocate an
amount below EUR 100,000 to the extent applicable exemptions from relevant
prospectus and registration requirements pursuant to applicable regulations,
including Regulation (EU) 2017/1129 (the EU Prospectus Regulation) and ancillary
regulations, are available.
The Private Placement will be divided into two tranches. Tranche 1 will consist
of 116,897,492 Offer Shares (representing approximately 10% of the outstanding
shares in the Company) (“Tranche 1” and the “Tranche 1 Offer Shares”). Tranche
2 will consist of up to the number of Offer Shares that, together with the
Tranche 1 Offer Shares, is necessary in order to raise gross proceeds of NOK
100-150 million (“Tranche 2” and the “Tranche 2 Offer Shares”). Allocations of
Offer Shares to investors are expected to be split between Tranche 1 and Tranche
2 on a pro rata basis. Completion of Tranche 2 will be subject to approval by an
extraordinary general meeting of the Company expected to be held on or about 16
June 2023 (the “EGM”).
Allocation of Offer Shares will be determined by the Board at its sole
discretion, in consultation with the Managers, following the expiry of the
bookbuilding period, however subject to approval by the EGM in respect of
Tranche 2. Allocation will be based on criteria such as (but not limited to),
existing ownership in the Company, timeliness of the application, price
leadership, 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, and there is no guarantee that any
applicant will be allocated Offer Shares. Notification of allocation and payment
instructions are expected to be issued to the applicants on or about 25 May
2023 through a notification to be issued by the Managers.
Completion of Tranche 1 is subject to approval by the Board. Completion of
Tranche 2 is subject to completion of Tranche 1 and (ii) the approval by the
EGM. Further to this, completion of both Tranche 1 and Tranche 2 are subject to
the Company resolving to consummate the Private Placement and allocate the Offer
Shares. Completion of Tranche 1 will not be conditional upon or otherwise
affected by the completion of Tranche 2, 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, for whatever
reason, is not completed. Investors being allocated shares in the Private
Placement undertake to vote in favour of Tranche 2 at the EGM.
Both Tranche 1 and Tranche 2 will be settled with existing and unencumbered
shares in the Company that are already listed on the Oslo Stock Exchange,
pursuant to a share lending agreement entered into between the Company, the
Managers and certain existing shareholders (the “Share Lending Agreement”). The
share loan in Tranche 1 will be settled with new shares in the Company to be
resolved issued by the Board pursuant to an authorisation by the Company’s
annual general meeting held on 23 May 2023 . The share loan in Tranche 2 will be
settled with new shares in the Company expected to be issued following, and
subject to, approval by the EGM. The new shares to be redelivered to the lenders
under the Share Lending Agreement will, to the extent required, be delivered on
a separate and non-tradable ISIN, pending publication by the Company of a
listing prospectus approved by the Norwegian Financial Supervisory Authority.
Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery
versus payment basis on or about 30 May 2023. Settlement of the Tranche 2 Offer
Shares is expected to take place on a delivery versus payment basis on or about
20 June 2023, subject to approval by the EGM.
The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Private Placement prior to delivery of the
Tranche 1 Offer Shares. Neither the Company nor the Managers will be liable for
any losses incurred by applicants if the Private Placement is cancelled,
irrespective of the reason for such cancellation.
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 and the funding alternatives 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. The Company is of the view that the discount in
a rights issue would have to be quite significant, and 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 is expected to be in a position to raise capital at a
better share price, at a lower cost and with significantly lower risk than in a
rights issue.
The Company may, subject to completion of the Private Placement, approval from
the EGM and certain other conditions, consider to carry out a subsequent repair
offering of new shares at the Offer Price directed towards existing shareholders
in the Company as of 24 May 2023 (as registered in the VPS on 26 May 2023), 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.
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 published by Marianne Bøe, Head of Investor
Relations on 24 May 2023 at 16:30 CEST on behalf of the Company.
Contact person:
Marianne Bøe, Head of Investor Relations
E-mail: marianne.boe@idexbiometrics.com (mailto:Marianne.boe@idexbiometrics.com)
Tel: +47 91 80 01 86
About IDEX Biometrics: IDEX Biometrics ASA (OSE: IDEX and Nasdaq: IDBA) is a
global technology leader in fingerprint biometrics, offering authentication
solutions across payments, access control, and digital identity to create
unmatched convenience and uncompromised security for users. Our solutions are
based on patented and proprietary sensors technologies, integrated circuit
designs, and software, targeting card-based applications for payments and
digital authentication. We partner with leading card manufacturers and other
industry experts to bring our solutions to market. For more information, visit
www.idexbiometrics.com
IMPORTANT INFORMATION: 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 Company’s intention to conduct and
consummate the Private Placement and the manner in which the Company intends to
utilize the proceeds therefrom. 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 Managers nor any of their 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
Managers nor any of their affiliates accepts any liability arising from the use
of this announcement.
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