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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange notice from IDEX Biometrics ASA (the
âCompanyâ) on 21 May 2025 regarding the commencement of the subscription period
(the âSubscription Periodâ) in the subsequent offering (the âSubsequent
Offeringâ) consisting of up to 600,000,000 new shares (the âOffer Sharesâ) in
the Company at a subscription price of NOK 0.01 per share (âOffer Priceâ). The
Subscription Period commenced on 22 May 2025 and expired on 5 June 2025.
By the end of the Subscription Period, the Subsequent Offering was 8x
oversubscribed. Pursuant to the resolution by the Extraordinary General Meeting
dated 11 April 2025, the Companyâs board of directors has today resolved to
allocate and issue a total of 600,000,000 Offer Shares at the Offer Price in
accordance with the allocation criteria set out in the prospectus dated 21 May
2025, raising gross proceeds of NOK 6 million.
Investors that are allocated Offer Shares can access information on the number
of Offer Shares allocated to them through VPS on or about 6 June 2025. The due
date for payment of the Offer Shares is on 11 June 2025.
Subject to duly and timely payment of the Offer Shares, the share capital
increase pertaining to the Subsequent Offering is expected to be registered in
the Norwegian Register of Business Enterprises (âNRBEâ) on or about 13 June
2025. Following registration of the share capital increase associated with the
Subsequent Offering in the NRBE, the Companyâs share capital will be NOK
44,316,309.99 consisting of 4,431,630,999 shares, each having a par value of NOK
0.01.
The Offer Shares will be delivered to the VPS accounts of the subscribers
shortly thereafter, expected on or about 13 June 2025. A separate announcement
will be made when the share capital increase has been registered. The Offer
Shares will have equal rights and rank pari passu with the Companyâs other
shares.
Arctic Securities AS is acting as manager in connection with the Subsequent
Offering (the âManagerâ). RĂŚder Bing advokatfirma AS is acting as the Companyâs
legal advisor.
For further information, please contact:
Kristian Flaten, CFO, Tel: +47 95092322
E-mail: ir@idexbiometrics.com (mailto:ir@idexbiometrics.com)
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 of the Company. 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.
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.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States.
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 âProspectus Regulationâ
means Regulation (EU) 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.
The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume any responsibility in the event there is a
violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Matters discussed in
this announcement may constitute forward-looking statements. 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 their control. 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 make any guarantee 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 announcement. 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 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 of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. 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 an advertisement and is
not a prospectus for the purposes of the Prospectus Regulation as implemented in
any Member State.
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
About this notice:
This notice was issued by Kristian Flaten, CFO, on 6 June 2025 at 17:20 CET on
behalf of IDEX Biometrics ASA. The information is published in accordance with
section 5-8 of the Norwegian Securities Trading Act (STA) and released in
accordance with section 5-12 of the STA.
Kilde
