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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, Norway, 21 July 2025.
Reference is made to the stock exchange announcement published earlier today on
21 July 2025 by IDEX Biometrics ASA (âIDEXâ or the âCompanyâ) regarding a
contemplated underwritten private placement (the âPrivate Placementâ) of new
shares in the Company (the âOffer Sharesâ), where Arctic Securities AS has acted
as manager and bookrunner (the âManagerâ).
The Private Placement has been successfully completed, raising gross proceeds to
the Company of NOK 30,000,000, through the issuance of 9,090,909 Offer Shares at
a subscription price per Offer Share of NOK 3.30 (the âOffer Priceâ).
The net proceeds from the Private Placement will be used for the Companyâs
commercialization efforts in line with the new business strategy announced in
March 2025 as well as for general corporate purposes.
Altea AS, Pinchcliffe AS (closely associated company of the CEO and CFO, Anders
StorbrÄten), Anders StorbrÄten, Charles Street International Ltd. (Robert Keith)
and K-Konsult AS (closely associated company of the chairperson of the board of
directors, Morten Opstad) (the âUnderwritersâ) had, subject to customary
conditions, accepted to be allocated Offer Shares that were not applied for
during the Application Period (as defined herein) for up to NOK 30,000,000
pursuant to an underwriting agreement entered into with the Company (the âUWAâ).
An underwriting fee equal to 5% of the underwriting commitment by each
Underwriter will be payable by the Company to each of the Underwriters in the
form of a total of 454,542 new shares in the Company (the âUnderwriting
Sharesâ), subject to the approval and issuance of the Underwriting Shares by the
EGM (as defined herein).
The Private Placement was divided into two tranches: Tranche 1 (âTranche 1â)
consisted of 4,731,594 Offer Shares, and the share capital increase related to
Tranche 1 have been resolved by the board of directors (the âBoardâ) pursuant to
an authorization granted by the Companyâs general meeting held on 21 May 2025
(the âAuthorizationâ). Tranche 2 (âTranche 2â) will consist of the number of
Offer Shares that, together with the Tranche 1 shares, is necessary in order to
raise gross proceeds of NOK 30 million. The issuance of Offer Shares in Tranche
2 remains subject to approval by an extraordinary general meeting, scheduled to
be held on or about 14 August 2025 (the âEGMâ). Applicants will receive a pro
rata portion of shares from Tranche 1 and Tranche 2 based on their overall
allocation in the Private Placement, with the exception of the Underwriters,
which have agreed that the new shares it is allocated in the Private Placement
will all be allocated in Tranche 2.
The completion of Tranche 1 is otherwise subject to (i) the Share Lending
Agreement and the UWA remaining in full force and effect (âTranche 1
Conditionsâ). The completion of Tranche 2 is subject to (i) completion of
Tranche 1, (ii) approval by the EGM and (iii) the Share Lending Agreement and
the UWA remaining in full force and effect (âTranche 2 Conditionsâ). Both the
Tranche 1 Conditions and the Tranche 2 Conditions include the share capital
increase pertaining to the issuance of the allocated Offer Shares under such
tranche being validly registered with the Norwegian Register of Business
Enterprises and the allocated Offer Shares being validly issued and registered
in the Norwegian Central Securities Depository Euronext Securities Oslo (âVPSâ).
Completion of Tranche 1 is not conditional upon completion of Tranche 2, and
acquisition of shares in Tranche 1 will remain final and binding and cannot be
revoked or terminated by the respective applicants if Tranche 2 is not
completed. The Board reserves the right to cancel, and/or modify the terms of
the Private Placement, at any time and for any reason prior to delivery of the
Offer Shares in Tranche 1, without or on short notice. The applicant
acknowledges that Tranche 1 and Tranche 2 of the Private Placement will be
cancelled if the relevant conditions for such tranches (or issuance) are not
fulfilled, and may be cancelled by the Board in its sole discretion for any
other reason whatsoever prior to delivery of the Offer Shares in Tranche 1.
Neither the Manager nor the Company will be liable for any losses if the Private
Placement is cancelled or modified, irrespective of the reason for such
cancellation or modification.
Following completion of Tranche 1, the Companyâs share capital will be NOK
52,095,850 divided into 52,095,850 shares, each with a par value of NOK 1.00.
Following completion of Tranche 2 of the Private Placement and issuance of the
Underwriting Shares, both subject to EGM approval, the Companyâs share capital
will be NOK 56,909,707 divided into 56,909,707 shares, each with a par value of
NOK 1.00.
The Private Placement (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 entered into between the
Company, the Manager and an existing shareholder (the âShare Lending
Agreementâ). The Share Lending Agreement will be settled with the new shares in
the Company issued by the Board pursuant to the Authorization (as described
above) and issued by the EGM, as applicable.
Settlement of Tranche 1 of the Private Placement is expected to take place on a
delivery versus payment basis on or about 24 July 2025. Settlement of Tranche 2
of the Private Placement is expected to take place on a delivery versus payment
basis on or about 18 August 2025.
The Board has considered the contemplated Private Placement in light of the
equal treatment obligations under the Norwegian Securities Trading Act and Oslo
BĂžrsâ Circular no. 2/2014 and deems that the 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 growth opportunities
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.
Taking into consideration that the Private Placement was conducted as a publicly
announced bookbuilding process and a market-based subscription price was
achieved, the Board has concluded that a subsequent offering towards existing
shareholders is not necessary.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading
Act. This stock exchange release was published by Kjell-Arne Besseberg, Chief
Operating Officer, on 21 July 2025 at 23:15 CEST.
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.
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 of the Company. 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.
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 or its
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 solely to âqualified institutional buyersâ as
defined in Rule 144A 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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression âEU
Prospectus 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. 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 believes 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 investment levels
and need for the Companyâs services, 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.
Neither the Manager nor any of their affiliates make 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 their affiliates accept any liability arising from the use of this
announcement.
Kilde
