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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, Norway, 28 April 2026: IDEX Biometrics ASA (âIDEXâ or the âCompanyâ)
announces a contemplated private placement of a number of shares corresponding
to approx. 10% of the outstanding shares in the Company (the âPrivate
Placementâ) by issuance of new shares in the Company (the âOffer Sharesâ).
The Company has engaged Arctic Securities AS to act as sole manager and
bookrunner (the âManagerâ) in the Private Placement.
The net proceeds from the Private Placement will be used to fund the Companyâs
commercialization phase and to accelerate time to profitability, repayment of
the outstanding convertible bonds under the Convertible Loan held by Heights
Capital Management in the amount of approx. NOK 22 million representing a full
and final settlement of the Convertible Loan, working capital needs and other
general corporate purposes.
Key highlights of the contemplated Private Placement:
- Contemplated private placement of approx.10% of outstanding shares by
issuance of new shares;
- Materially strengthened demand for the Companyâs products following the
emergence of Claude Mythos, driving improved commercial traction and volume
visibility;
- Strengthened demand has increased the commercial value of the Companyâs
inventory of 3 million sensor, attracting customer interest at materially
higher price points;
- Revised arrangement with ID Centric; the contemplated Private Placement
replaces the previously announced ID Centric private placement; and
- CEO Anders StorbrÄten (privately/through Altea AS) and Robert Keith each
pre-commit NOK 10 million.
REVISED ARRANGEMENT WITH ID CENTRIC
Following recent market developments, including the emergence of Claude
Mythos, which has materially strengthened demand for biometric authentication
solutions, the Company is experiencing significantly improved commercial
traction and visibility on volume ramp-up. This has meaningfully increased the
commercial value of the Companyâs products and existing inventory of 3 million
sensors, attracting customer interest at materially higher price points.
The Company and ID Centric have mutually agreed to not proceed with the
previously announced potential private placement of NOK 90 million.
Accordingly, the contemplated Private Placement replaces the previously
announced private placement directed at ID Centric, allowing for a wider scope
of investors, enabling the Company to secure additional funding and to
capitalize on the current market momentum. While the investment by ID Centric
will not be completed as expected, the parties will immediately enter into
continued good faith negotiations to finalise a definitive agreement on a
commercial partnership regarding purchase of sensors. The Companyâs volume
expectations under the partnership with ID Centric remains unchanged.
Michael Gardiner was elected to the board of directors of IDEX (the âBoardâ)
in conjunction with the potential private placement towards ID Centric.
Following the mutual understanding between IDEX and ID Centric, Michael
Gardiner has notified his resignation from the Board with immediate effect.
DETAILS ABOUT THE PRIVATE PLACEMENT
The price per Offer Share (the âOffer Priceâ) and the final number of Offer
Shares to be issued in the Private Placement will be determined by the Board,
in consultation with the Manager, on the basis of an accelerated bookbuilding
process.
Anders StorbrÄten (privately and through Altea AS) and Robert Keith
(collectively the âPre-Committed Investorsâ) have pre-committed to subscribe
for, and will be allocated, Offer Shares for an amount equal to approx. NOK 10
million and NOK 10 million, respectively, in the Private Placement.
The Private Placement will be directed towards Norwegian and international
institutional investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and registration
requirements, and subject to other applicable selling restrictions. The
minimum subscription 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 the NOK equivalent of EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to
applicable regulations, including the Norwegian Securities Trading Act,
Regulation (EU) 2017/1129 and ancillary regulations, are available.
The bookbuilding period for the Private Placement will commence today, on 28
April 2026 at 16:30 (CEST) and is expected to close no later than 29 April
2026 at 08:00 (CEST) (the âBookbuilding Periodâ). The Bookbuilding Period may,
at the sole discretion of the Company, in consultation with the Manager, be
shortened or extended and may be cancelled at any time. If the Bookbuilding
Period is shortened or extended, any other dates referred to herein may be
amended accordingly.
The allocation will be determined after the Bookbuilding Period and allocation
will be made at the Boardâs sole discretion in consultation with the Manager,
based on criteria such as (but not limited to) existing ownership in the
Company, pre-commitments, price leadership, timeliness of order, relative
order size, perceived investor quality, sector knowledge and investment
horizon. The Board and the Manager reserve the right, at their sole
discretion, to reject and/or reduce any orders, in whole or in part. There is
no guarantee that any applicant will be allocated Offer Shares.
Notification of allocation (conditional with respect to the Tranche 2 Offer
Shares (as defined below)) is expected to be issued by the Manager on or about
29 April by 08:00 (CEST).
The Private Placement is expected to be completed in two tranches by the
issuance of new shares issued pursuant to authorizations to issue new shares
granted to the Board by the Companyâs extraordinary general meetings on 20
January 2026 and 27 March 2026, respectively.
The first tranche (âTranche 1â) is expected to comprise of up to 6,401,196
Offer Shares (the âTranche 1 Offer Sharesâ) to be resolved issued by the Board
pursuant to the board authorization granted by the Companyâs extraordinary
general meeting on 20 January 2026. The second tranche (âTranche 2â) will
comprise the number of Offer Shares that, together with the Tranche 1 Offer
Shares, is necessary in order to raise the allocated gross proceeds (the
âTranche 2 Offer Sharesâ). The Tranche 2 Offer Shares will be resolved issued
by the Board after registration of the share capital increase pertaining to
the Tranche 1 Offer Shares in the Norwegian Register of Business Enterprises
(âNRBEâ), pursuant to the board authorization granted by the Companyâs
extraordinary general meetings on 27 March 2026.
Subject to any shortening or extension of the Bookbuilding Period and the
satisfaction of the Conditions (as defined below), settlement of Tranche 1 and
Tranche 2 is expected to take place on or about 4 May 2026 and 7 May 2026,
respectively. Tranche 1 and Tranche 2 is expected to be settled on a
delivery-versus-payment (DVP) basis by delivery of existing and unencumbered
shares in the Company that are already listed on Euronext Oslo BĂžrs to be
borrowed from Anders StorbrĂ„ten and affiliates (the âShare Lenderâ) pursuant
to a share lending agreement to be entered into between the Company, the
Manager and the Share Lender (the âShare Lending Agreementâ).
The Pre-Committed Investors have agreed to receive all or parts of their
entire allocation of Offer Shares in Tranche 2. To the extent the number of
Offer Shares allocated to other applicants does not exceed the number of Offer
Shares available in Tranche 1, such applicants will receive their allocation
in Tranche 1. Otherwise, the Board reserves the right, at its sole discretion,
to allocate all or part of such applicantsâ Offer Shares in Tranche 2.
The share capital increases pertaining to Tranche 1 and Tranche 2 is expected
to be registered with the NRBE on or about 5 May 2026 and 8 May 2026,
respectively. The new shares to be issued by the Board in Tranche 1 and
Tranche 2 will be used to settle the Managerâs redelivery obligation pursuant
to the Share Lending Agreement. Listing of Offer Shares in excess of 5,589,059
Offer Shares requires approval and publication of a listing prospectus (the
âProspectusâ) as approved by the Norwegian Financial Supervisory Authority.
Such excess Offer Shares will be issued on a separate, unlisted ISIN and will
only become tradable on Euronext Oslo BĂžrs following approval and publication
of the Prospectus, expected during Q2 2026.
Completion of Trance 1 is subject to (i) the Board resolving to consummate the
Private Placement and allocate the Offer Shares, (ii) a resolution by the
Board to issue the Tranche 1 Offer Shares pursuant to the board authorization
granted by the Companyâs extraordinary general meetings on 20 January 2026,
and (iii) the Share Lending Agreement being unmodified and in full force and
effect (the âTranche 1 Conditionsâ). Completion of Tranche 2 is subject to (i)
the completion of Tranche 1, (ii) a resolution by the Board to issue the
Tranche 2 Offer Shares pursuant to the board authorization granted by the
Companyâs extraordinary general meetings on 27 March 2026, and (iii) the Share
Lending Agreement being unmodified and in full force and effect (the âTranche
2 Conditionsâ, and together with the Tranche 1 Conditions, the âConditionsâ).
Completion of Tranche 1 is not conditional upon completion of Tranche 2. The
settlement of Offer Shares under Tranche 1 will remain final and binding and
cannot be revoked, cancelled or terminated by the respective applicants if
Tranche 2 is not completed.
The Company and the Manager reserve the right, at any time and for any reason,
to cancel and/or modify the terms of the Private Placement prior to
notification of allocation. The Private Placement as a whole (including
Tranche 1), or just Tranche 2, will be cancelled if the relevant Conditions
are not fulfilled. Neither the Manager nor the Company, or any of their
directors, officer, employees, representatives or advisors, will be liable for
any losses incurred by applicants if the Private Placement as a whole
(including Tranche 1), or just Tranche 2, is cancelled or modified,
irrespective of the reason for such cancellation or modification.
EQUAL TREATMENT CONSIDERATIONS
The contemplated Private Placement represent a deviation from the
shareholdersâ pre-emptive right to subscribe for the Offer Shares. The Board
has considered the structure of the equity raise in light of the equal
treatment obligations under the Norwegian Public Limited Liabilities Companies
Act, and the Board is of the opinion that it is in compliance with these
principles. The Board is of the view that it will be in the common interest of
the Company and its shareholders to raise equity through a private placement,
in particular because the contemplated Private Placement replaces the
previously announced private placement directed at ID Centric and enables the
Company to secure equity financing to accommodate the Companyâs funding
requirements. The Board also notes that contemplated Private Placement will be
conducted at a significantly higher subscription price than the NOK 5.83
subscription price under the previously announced private placement directed
at ID Centric, thereby reducing dilution for non-participating shareholders.
Further, a private placement allows the Company to capitalize on the current
market momentum and reduces execution and completion risk as it enables the
Company to raise equity efficiently and in a timely manner, with a lower
discount to the current trading price, at lower cost and with significantly
reduced completion risk compared to a rights issue. On this basis, the Board
has considered the proposed transaction structure and the Private Placement to
be in the common interest of the Company and its shareholders.
POTENTIAL SUBSEQUENT OFFERING
The Company may, subject to completion of the Private Placement, consider
conducting a subsequent share offering of new shares (the âSubsequent
Offeringâ). The Subsequent Offer may be subject to necessary resolutions by
the general meeting. If carried out, the size and structure of the Subsequent
Offering shall be in line with market practice. Any Subsequent Offering will
be directed towards existing shareholders in the Company as of 28 April 2026
(as registered in the VPS two trading days thereafter), who (i) were not
included in the pre-sounding phase of the Private Placement, (ii) were not
allocated Offer shares in the Private Placement, and (iii) 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 Company reserves the right in its sole discretion to
not conduct or cancel the Subsequent Offering. The Company will issue a
separate stock exchange announcement with further details on the Subsequent
Offering if and when finally resolved.
ADVISORS:
Arctic Securities AS is acting as Sole Manager and Bookrunner in the Private
Placement.
Advokatfirmaet Selmer AS is acting as legal advisor to IDEX Biometrics ASA.
For more information, please contact:
Anders StorbrÄten, CEO and CFO
Tel: +47 416 38 582
E-mail: ir@idexbiometrics.com
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. 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. 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.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 (the âEU Prospectus Regulationâ) (together with any applicable
implementing measures in any Member State). All of the securities referred to
in this announcement has been offered by means of a set of subscription
materials provided to potential investors, except for the potential Subsequent
Offering which will be made on the basis of a listing and offering prospectus.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the
aforementioned subscription materials or for the Subsequent Offering, the
prospectus.
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.
In the United Kingdom, this communication is only addressed to and is only
directed at persons who are âqualified investorsâ, as defined in paragraph 15
of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024,
and who are: (i) persons having professional experience in matters relating to
investments falling within Article19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the âOrderâ): or (ii)
high net worth entities falling within Article 49(2)(a) to (d) of the Order;
or (iii) such other persons to whom it otherwise lawfully be communicated (all
such persons being âRelevant Personsâ). Securities issued by the Company are
only available to, and any invitation, offer or agreement to purchase
securities will be engaged in only with, Relevant Persons. These materials are
directed only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons.
The issue, subscription or purchase of shares or other financial instruments
in the Company is subject to specific legal or regulatory restrictions in
certain jurisdictions. Neither the Company nor the Manager 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. Any 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. 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 operates, 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 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.
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 or liability 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 of the Company.
Neither the Manager nor any of its affiliates accepts any liability arising
from the use of this announcement.
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.
Kilde
