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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.
LOAN FINANCING SECURED AND PROPOSED DEBT CONVERSION
IDEX Biometrics ASA (“IDEX” or the “Company”) announces that the Company has
received irrevocable undertakings from certain existing shareholders and new
investors (“Lenders”) for a total loan amount of NOK 30 million (“Loans”), which
Loans shall be disbursed to IDEX in one or more instalments on such date(s) as
determined by IDEX’s board of directors (“Board”) in its sole discretion. The
net proceeds from the Loan will be used to fund the Company’s commercialization
efforts in line with the new business strategy announced earlier today.
The Board will call an extraordinary general meeting in IDEX to be held on or
about 11 April 2025 (the “EGM”) and propose, among other things, that the EGM
resolves to (i) reduce the share capital of IDEX by decreasing the par value per
existing share from NOK 0.15 per share to NOK 0.01 per share (“Share Capital
Decrease”), and (ii) subject to completion of the Share Capital Decrease,
approve a share capital increase in IDEX by way of conversion of the Loans to
shares at a subscription price per share equal to NOK 0.01 per share
(“Subscription Price”) by way of a set-off of IDEX’s debt obligation to the
Lenders under the Loans against IDEX’s claim for share contribution from such
Lenders (“Debt Conversion”). The Lenders have undertaken to subscribe for shares
and settle the share contribution by Debt Conversion of the Loans.
EQUAL TREATMENT CONSIDERATIONS
The Board has considered the Loan and Debt Conversion 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 Loan and Debt Conversion is in compliance with these requirements,
taking into consideration the Company’s critical and imminent funding needs and
the reluctance of shareholders in IDEX to further finance the former business
strategy plan of the Company. As matters now stand, the Loans and Debt
Conversion remain the only viable option to secure funding for continued
operations of the Company. Consequently, the Board believes that the Loan and
Debt Conversion are in the common interest of the Company and the shareholders
of the Company, but the Board will nevertheless propose a subsequent offering,
as outlined below.
SUBSEQUENT OFFERING
The Board will also propose that the EGM approves a subsequent repair offering
of new shares (“Subsequent Offering”) directed towards existing shareholders in
the Company as of 10 March 2025 (as registered in the VPS two trading days
thereafter), who, (i) are not participating in the Loans and are not allocated
new shares in the Debt Conversion, and (ii) are not resident in a jurisdiction
where such offering would be unlawful or, would (in jurisdictions other than
Norway) require any prospectus, filing, registration or similar action. The
Subsequent Offering remains subject to among other things (i) completion of the
Debt Conversion, (ii) relevant corporate resolutions, including approval by the
Board and EGM, (iii) the prevailing market price of the Company’s shares being
higher than the Subscription Price, and (iv) publication of the Prospectus, as
approved by the Financial Supervisory Authority. The offer price in the
Subsequent Offering will be equal to the Subscription Price in the Debt
Conversion. Oversubscription will be permitted. The net proceeds from the
Subsequent Offering will be used for the same purposes as the Loans (as stated
above). The maximum amount of the Subsequent Offering would be NOK 6 million,
equal to 20 percent of the Debt Conversion, and representing up to 600,000,000
new shares in the Company
PROPOSED AMENDMENT OF CONVERTIBLE BOND
The Company has a senior convertible bond (the “Convertible Bond”) issued by an
affiliate of Heights Capital Management (“Heights”) with an outstanding
principal amount of NOK 66,640,000. On 10 March 2025, the Company and Heights
entered into a Commitment Letter with an accompanying term sheet for an
amendment agreement whereby the terms of the Convertible Bond will be amended
such that, inter alia, (i) the principal amount of the Bonds will be reduced by
25% (which would result in an aggregate principal amount under the Bonds of NOK
49,980,000), (ii) subject to the Company’s consummation of any further equity
raise on market terms by no later than 31 December 2025, the principal amount of
the Bonds would be reduced by a further 25% (which would result in an aggregate
principal amount under the Bonds of NOK 33,320,000), (iii) the conversion period
shall be the period from (and including) 1 September 2025 to (and including) the
date falling two Oslo business days prior to the Final Maturity Date, provided
that if, at any time the market price of the share in the Company is NOK 0.10 or
more, the Bondholder shall be permitted to exercise its Conversion Rights under
the Bonds for so long as such price is maintained, (iv) the conversion price is
reset to be NOK 0.065 and the minimum prevailing market price is reset to be NOK
0.01, (v) any provisions under the Bonds relating to the Bondholder’s rights to
exercise Amortised Payment Advancements shall not apply and will be deleted in
their entirety. The amendments to the Convertible Bond will be subject to the
EGM of the Company approving (i) the above-mentioned amendments to the Bond
Agreement, (ii) the amendments to the Bond Agreement previously announced by the
Company in September and November 2024, (iii) the Share Capital Decrease, and
(iv) the Debt Conversion.
ABOUT THIS NOTICE
The 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 11 March 2025
at 07:26 CEST on behalf of the Company.
FOR FURTHER INFORMATION, CONTACT:
Marianne Bøe, Head of Investor Relations, + 47 91800186
Kristian Flaten, CFO, +47 95092322
E-mail: ir@idexbiometrics.com (mailto:ir@idexbiometrics.com)
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. 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.
Kilde
