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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 15 November 2023. Reference is made to the press release from IDEX
Biometrics ASA (âIDEXâ or the âCompanyâ) published earlier today, 15 November
2023, regarding a contemplated private placement of new shares to raise gross
proceeds of up to NOK 35 million (the âPrivate Placementâ).
The Private Placement has been successfully placed and will raise gross proceeds
to the Company of NOK 35 million, through the issue of 78,651,685 new shares
(the âOffer Sharesâ) at a price of NOK 0.4450 per Offer Share (the âOffer
Priceâ).
The Company intends to use the net proceeds from the Private Placement to fund
the Companyâs commercialization phase, necessary product development and market
development expenses, working capital requirements, as well as for 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 âConvertible Bondâ).
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.
The Private Placement will be completed in one tranche consisting of 78,651,685
Offer Shares. Due to the final number of Offer Shares placed, the announced
potential second tranche of the Private Placement is cancelled.
Notification of allocation and settlement instructions will be communicated to
investors on 16 November 2023.
The Offer Shares 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 Manager (as defined
below) and certain existing shareholders (the âShare Lending Agreementâ). The
share loan will be settled with 78,651,685 new shares in the Company which today
have been resolved issued at the Offer Price by the Companyâs board of directors
(the âBoardâ) pursuant to an authorisation granted by the Companyâs
extraordinary general meeting held on 16 June 2023.
Settlement of the Offer Shares is expected to take place on a delivery versus
payment basis on or about 20 November 2023. The Offer Shares will be tradeable
from allocation.
Following registration of the share capital increase pertaining to the issue of
the Offer Shares in the Norwegian Register of Business Enterprises, the
Companyâs share capital will be NOK 209,493,156 divided into 1,396,621,040
shares, each with a nominal value of NOK 0.15.
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 Exchangeâs
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 has been 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. By
structuring the equity raise as a private placement, the Company has been able
to raise equity efficiently, with no discount to the closing price on the Oslo
Stock Exchange on 15 November 2023, and at a lower cost and with significantly
lower risk than in a rights issue.
The Board has considered whether it is necessary to implement a subsequent
offering in order to further justify the different treatment inherent in the
Private Placement. The Board noted in this respect (i) that there is no discount
to the last trading price (ii) that the dilution of existing shareholders as a
result of the Private Placement is limited, and (iii) the costs and resources
associated with a subsequent offering (e.g., preparation of a prospectus). On
this basis, the Board has concluded not to implement a subsequent offering or
ârepair issueâ.
Primary insiders
The following primary insiders have subscribed for and been allocated Offer
Shares in the Private Placement, ISIN NO0003070609, at the Offer Price, NOK
0.4450 per share:
?Vince Graziani, CEO, has been allocated 625,280 Offer Shares at the Offer Price
?Lawrence John Ciaccia, Chair, has been allocated 625,280 Offer Shares at the
Offer Price
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 published by Erling Svela, Vice president
of finance, on 15 November 2023 at 22:20 CET on behalf of the Company.
About IDEX Biometrics ASA
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)
Advisors
Arctic Securities AS (the âManagerâ) acted as sole manager and bookrunner in
connection with the Private Placement. Advokatfirmaet RĂŚder Bing AS acted as
legal advisor to the Company. Advokatfirmaet Thommessen AS acted as legal
advisor to the Manager.
For more information, please contact:
Marianne Bøe, Head of Investor Relations
E-mail: marianne.boe@idexbiometrics.com (mailto:Marianne.boe@idexbiometrics.com)
Tel: +47 91 80 01 86
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 âSecurities
Actâ), 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 âqualified
institutional buyersâ 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, âaccredited investorsâ 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 âProspectus
Regulationâ 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
âOrderâ) 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 ârelevant
personsâ). 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
âbelieveâ, âexpectâ, âanticipateâ, âstrategyâ, âintendsâ, âestimateâ, âwillâ,
âmayâ, âcontinueâ, âshouldâ 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 Companyâs ability to
attract, retain and motivate qualified personnel, changes in the Companyâs
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.
Kilde
