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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 15 November 2023.
IDEX Biometrics ASA (the “Company”), a leading provider of advanced fingerprint
identification and authentications solutions, has retained Arctic Securities AS
as sole manager and bookrunner (the “Manager”) 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 up to NOK 35 million.
The net proceeds from the Private Placement will be used to fund the Company’s
commercialization phase, necessary product development and market development
expenses, working capital requirements, as well as other general corporate
purposes.
In addition, the Company entered into a non-binding term sheet with a new
institutional investor on 6 November 2023 to issue a senior convertible bond of
up to NOK 100 million (as previously announced) (the “Convertible Bond”).
The Company is also taking further actions to improve efficiencies as the
Company progresses to a commercial phase and intends to reduce costs to enable a
reduction to a quarterly opex level of approximately USD 4 million. With such
cost reductions and the combined proceeds from the contemplated Private
Placement and Convertible Bond, the Company expects to be fully funded through
2024.
Below is a summary of the main terms of the contemplated Convertible Bond:
- IDEX Biometrics has entered into a non-binding term sheet with a new
institutional investor to issue a senior convertible bond for up to 100
million NOK;
- The conversion price for the bond is equal to 125% of the Reference Price
(VWAP price of the shares for 5 trading days on the Oslo Stock Exchange
prior to the date of signing) and the investors right to consent;
- Interest rate is 6% p.a.;
- The convertible bond will be issued at a price of 92% of the principal
amount, and will be amortized over 3.5 years through equal instalments,
including interest, every 2 months over the period.
- The instalments may, in principle, be accelerated by 2 extra instalments
each time and they may be deferred each time to a later date, however at the
price on the original instalment date;
- The Company, at its discretion, always has the option to make instalment
payments in the form of cash or shares in the Company;
- If the Company elects to make repayment of an instalment in shares, the
shares shall be priced at 90% of the VWAP price for the shares for a period
of 5 trading days on the Oslo Stock Exchange prior to the instalment date,
or the VWAP the last trading day. In no event shall the share price exceed
the conversion price.
- The investor cannot trade more than 15% of the daily trading volume in the
event the issue price of the shares is lower than the VWAP closing price on
the trading day the day before, otherwise the trading limit is up to 20% of
the daily trading volume;
- Mechanisms adjusting the conversion price upon the occurrence of certain
events (e.g. anti-dilution provisions, including a reset of the conversion
price if there is a lower equity raise share price with the new conversion
price equal to 100% of a lower placing price of such equity issue);
- To approve the convertible bond, IDEX Biometrics will call for an
extraordinary meeting on or about 8 December 2023 at 10:00 hours CET, held
as an online meeting (the “EGM”).
The Private Placement:
The subscription price per Offer Share in the Private Placement (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 CET and ends at 08:00 CET on 16 November 2023. The bookbuilding
period 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
Offer Price in a stock exchange announcement expected to be published before the
opening of trading on the Oslo Stock Exchange tomorrow, 16 November 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 may be divided into two tranches. Tranche 1 will consist
of up to 131,603,374 Offer Shares (“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 up to NOK 35 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 the EGM. In the event the number of Offer Shares
allocated is less than the number of Offer Shares available in Tranche 1,
Tranche 2 will be cancelled.
Allocation of Offer Shares will be determined by the Board at its sole
discretion, in consultation with the Manager, 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)
pre-commitments, 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 16 November 2023 through a notification to be issued by the Manager.
Completion of Tranche 1 is subject to approval by the Board. Completion of
Tranche 2 is subject to (i) completion of Tranche 1, (ii) approval by the EGM
and (iii) the Share Lending Agreement (as defined below) remaining in full force
and effect. 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 expected to be entered into between the
Company, the Manager 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 extraordinary general meeting held on 16 June 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 20 November 2023. Settlement of the Tranche 2
Offer Shares is expected to take place on a delivery versus payment basis on or
about 12 December 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. Furthermore, Tranche 2 will be cancelled if the number
of Offer Shares allocated is less than the number of Offer Shares available in
Tranche 1 and if the conditions for completion of Tranche 2 are not satisfied.
Neither the Company nor the Manager 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 15 November 2023 (as registered in the VPS on 17 November
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 15 November 2023 at 16:30 CET 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) 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. .
For more information, visit www.idexbiometrics.com
(http://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 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.
About this notice:
This notice was published by Erling Svela, Vice president of finance, on 15
November 2023 at 16:30 CET on behalf of IDEX Biometrics ASA.
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