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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, Norway, 4 December 2025
IDEX Biometrics ASA (âIDEXâ or the âCompanyâ) announces a contemplated private
placement of up to NOK 20 million (the âPrivate Placementâ) by issuance of up
to 6,666,666 new shares (the âOffer Sharesâ) in the Company. The subscription
price is NOK 3 per Offer Share (the âOffer Priceâ).
Anders StorbrÄten (privately and through Altea AS), Robert Keith, Morten
Opstad and Kjell-Arne Besseberg have pre-indicated that they will subscribe
for approx. NOK 6 million, NOK 5.8 million, NOK 0.5 million and NOK 0.15
million, respectively, in the Private Placement. The Company has received
indications exceeding the Private Placement in pre-sounding.
The net proceeds from the Private Placement will be used to accelerate time to
profitability, working capital needs, as well as capital expenditures and
other general corporate purposes.
The Offer Price has been determined by the Companyâs board of directors (the
âBoardâ). The Offer Shares will be issued pursuant to an authorization to
issue new shares granted to the Board by the extraordinary general meeting
held on 14 August 2025 (the âAuthorizationâ).
The Application Period
The application period for the Private Placement will commence today, 4
December 2025 at 16:30 CET and is expected to close no later than 5 December
2025 at 08:00 CET (the âApplication Periodâ). The Company reserves the right
to at any time and in its sole discretion resolve to close or extend the
Application Period or to cancel the Private Placement in its entirety without
further notice. If the Application Period is shortened or extended, any other
dates referred to herein may be amended accordingly.
The Private Placement will be divided into two tranches. Tranche 1 (âTranche
1â) will consist of up to 5,690,970 Offer Shares, which may be issued pursuant
to the Authorization and Tranche 2 (âTranche 2â) will consist of 975,696 Offer
Shares, subject to approval by an extraordinary general meeting, expected to
be held end of December/January 2025 (the âEGMâ). Anders StorbrĂ„ten (privately
and through Altea AS) has agreed to be allocated Offer Shares in Tranche 2 of
the Private Placement.
Conditions for completion of the Private Placement
Completion of the Private Placement is subject to (i) the Board resolving to
consummate the Private Placement and allocate the Offer Shares, as well as
approval of ancillary resolutions necessary to consummate the Private
Placement, and (ii) registration of the share capital increase pertaining to
issue of the Offer Shares in the Norwegian Register of Business Enterprises.
The conditions described above are jointly referred to as the âConditionsâ.
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 Applicant acknowledges that Tranche 1 and Tranche 2 of the
Private Placement will be cancelled if the Conditions are not fulfilled and
that 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. Neither the Company nor
any of its advisors will be liable for any losses if the Private Placement is
cancelled or modified, irrespective of the reason for such cancellation or
modification.
Allocation
The final number of Offer Shares will be determined at the end of the
Application Period, and the final allocation will be made at the sole
discretion of the Board. The allocation will be based on criteria such as (but
not limited to) timeliness of the application, relative order size, sector
knowledge, investment history, perceived investor quality and investment
horizon. The Board may, at its sole discretion, reject and/or reduce any
applications. There is no guarantee that any applicant will be allocated Offer
Shares. Notification of allotment and payment instructions is expected to be
issued to the applicants on or about 5 December 2025 through a notification to
be issued by the settlement agent.
Settlement and payment
The payment date for the Offer Shares will be 9 December 2025. The Offer
Shares will be delivered to investors and become tradable on the Oslo Stock
Exchange once the share capital increase has been duly registered with the
Norwegian Register of Business Enterprises. Such registration will take place
following receipt of the full subscription amount from all participating
investors. The Offer Shares are expected to be delivered on or about 11
December 2025, subject to the timely payment by investors.
Selling restrictions
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to
the NOK equivalent of EUR 100,000. The Company may however, at its sole
discretion, allocate amounts below EUR 100,000 to the extent exemptions from
the prospectus requirements in accordance with applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available. Further selling restrictions and transaction terms will apply.
Equal treatment of shareholders
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 proposed Private Placement
would be 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. In order to limit the dilutive effect of the Private
Placement and to facilitate equal treatment, the Board will consider carrying
out a subsequent offering directed towards shareholders who did not
participate in the Private Placement (see details below).
The Subsequent Offering
Subject to among other things (i) completion of the Private Placement, (ii)
relevant corporate resolutions including approval by the Board and an
extraordinary general meeting, (iii) the prevailing market price of IDEXâs
shares being higher than the Offer Price, IDEX will consider whether to carry
out a subsequent offering (the âSubsequent Offeringâ) of new shares in the
Company. A Subsequent Offering will, if made, be directed towards existing
shareholders in the Company as of 4 December 2025, as registered in IDEXâs
register of shareholders with Euronext Securities Oslo, the central securities
depositary in Norway (Nw. Verdipapirsentralen) (the âVPSâ) two trading days
thereafter, who (i) are not allocated Offer Shares in the Private Placement,
and (ii) are not resident in a jurisdiction where such offering would be
unlawful or would (other than Norway) require any prospectus, filing,
registration or similar action (the âEligible Shareholdersâ). The Eligible
Shareholders are expected to be granted non-tradable subscription rights. If
carried out, the subscription period in a Subsequent Offering is expected to
commence shortly after publication of the Prospectus (if relevant), and the
subscription price in the Subsequent Offering will be the same as the Offer
Price in the Private Placement. IDEX will issue a separate stock exchange
notice with further details on the Subsequent Offering if and when finally
resolved.
Company update on dispute with Alta Consulting
The Company is in a dispute with Alta Consulting srl., a consulting company
controlled by the former CEO of the Company, Catharina Eklöf, regarding the
financial terms following the termination of the CEO. The amount under dispute
is approx. NOK 8.5 mill plus interest. IDEX believes that it was entitled to
terminate the agreement with immediate effect, and that the former CEO is not
entitled to any further payments from the Company. The former CEO objects to
the Companyâs position and has commenced legal proceedings against the Company
for the Oslo City Court. Recent settlement negotiations have been
unsuccessful.
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.
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, at the time and date stated above.
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 Companyâs advisors 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 Companyâs advisors nor any of its affiliates accept any liability
arising from the use of this announcement.
Contacts
Anders StorbrÄten, CEO and CFO, Tel: +47 416 38 582
E-mail: ir@idexbiometrics.com
Kilde
