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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 15 May 2024.
IDEX Biometrics ASA (the âCompanyâ), a leading provider of advanced fingerprint
identification and authentications solutions, has retained Arctic Securities AS
as sole manager and bookrunner (the âManagerâ) to advise on and effect a private
placement (the âPrivate Placementâ) of new shares in the Company (the âOffer
Sharesâ) to raise gross proceeds of NOK 40-50 million.
The net proceeds from the Private Placement will be used to fund the Companyâs
commercialization phase, necessary product development and market development
expenses, working capital requirements, as well as other general corporate
purposes.
The Company is also taking further actions to improve efficiencies as the
Company progresses to a commercial phase. This further allows for streamlining
the organisation, and in line with previous communication the Company expects to
be below USD 4.0m in quarterly opex on a run-rate basis from the end of June
2024. Further adding to this, the Company expects to be below USD 3.0m in
quarterly cash opex on a run-rate basis by the end of September 2024, with a
target to reach approximately USD 2.5m in quarterly cash opex. A lower cost base
combined with improved commercial momentum implies the Company is making
important steps to reach profitability.
The Company is publishing its Q1 2024 report on 16?May 2024. The highlights from
the report are summarized below:
First quarter achievements:
-
Bank launch announcements with IDEX Pay?in Asia and Europe
-
DenizBank, Turkey
-
Mutual Trust Bank, Bangladesh
-
Issuer with solution for visually impaired, UK
-
Opening new market in South Asia with challenger bank
-
Mobile enrolment SDK solution in market
-
Market expansion of IDEX Access with AuthenTrend and Sentry
-
Large South Asian card manufacturing partner for IDEX Pay and IDEX Access
-
Biometric metal cards with CompoSecure
Financial:
- Revenues in the first quarter of 2024 were 0.4 mill USD compared to 1.2 mill
USD in Q1 2023. Revenues in the first quarter of 2024 continue to reflect
the transition from component to solution sales.
- Gross margin was 36% in the first quarter.
- Operating expenses, excluding cost of materials, in the first quarter of
2024 was 6,1 mill USD compared to 7.7 mill USD in the first quarter of
2023.
- Cash balance as of 31 March 2024 was 3.0 mill USD
The Private Placement:
The subscription price per Offer Share in the Private Placement (the âOffer
Priceâ) 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 âBoardâ)
following an accelerated bookbuilding process. The bookbuilding period commences
today at 16:30 CEST and ends at 08:00 CEST on 16 May 2024. 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 May 2024.
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 28,012,655 Offer Shares (representing approximately 10% of the outstanding
shares in the Company) (âTranche 1â and the âTranche 1 Offer Sharesâ). 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
40-50 million (âTranche 2â and the âTranche 2 Offer Sharesâ). 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 12
June 2024 (the âEGMâ).
The subscribers in the Private Placement will without cost be allocated one
warrant (Nw. âfrittstĂĽende tegningsrettâ) issued by the Company for every Offer
Share allocated to, and paid by, them in the Private Placement. 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 in the Private Placement. The
warrants may be exercised during four exercise periods: (i) within the first 14
days after the Companyâs announcement of its first half 2024 financial report
(expected on 15 August 2024), (ii) within the first 14 days after the Companyâs
announcement of its Q3 2024 financial report (expected on 14 November 2024),
(iii) within the first 14 days following the Companyâs announcement of its Q4
2024 financial report (expected on 27 February 2025), and (iv) within the first
14 days following the Companyâs announcement of its Q1 2025 financial report
(expected mid-May 2025). Following expiry of the last exercise period, all
Warrants not exercised will lapse without compensation to the holder. The
Warrants will be registered in the VPS but will not be transferable or tradable.
Issuance of Warrants is subject to approval by the EGM. In addition, issuance of
Warrants for Tranche 1 Offer Shares and Tranche 2 Offer Shares, respectively, is
subject to satisfaction of the other conditions for completion of the respective
tranches
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 (and the Warrants). Allocation will be based on criteria such as (but
not limited to) pre-indications, perceived investor quality, existing ownership
in the Company, timeliness of the application, price leadership, relative order
size, sector knowledge, investment history 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 May 2024 through a notification to be issued by the Manager.
Completion of Tranche 1 is subject to (i) approval by the Board and (ii) the
Share Lending Agreement (as defined below) remaining in full force and effect.
Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii)
approval by the EGM and (iii) the Share Lending Agreement 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/or the warrant
issuance, and the applicantsâ 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 warrant issuance, for whatever
reason, is/are not completed. Investors being allocated shares in the Private
Placement undertake to vote in favour of Tranche 2, the warrant issuance and any
resolution related to a subsequent offering (as further described below) 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 âShare Lending
Agreementâ). 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
Companyâs extraordinary general meeting held on 21 December 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 22 May 2024. Settlement of the Tranche 2 Offer
Shares is expected to take place on a delivery versus payment basis on or about
14 June 2024, 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
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 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 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 May 2024 (as registered in the VPS on 21 May 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.
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 May 2024 at 16:40 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) 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
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 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 Companyâs 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 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
