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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
IDEX Biometrics ASA (the âCompanyâ) is pleased to announce that it has
completed a private placement towards certain new investors, strategically
broadening the Companyâs shareholder base and providing further financial
support to the Companyâs strategies. The private placement consists of an
issue of 2,500,000 shares, at a subscription price of NOK 8,25 corresponding
to the recently completed private placement announced on 29 April 2026 and
raising gross proceeds of approx. NOK 20 million (the âPrivate Placementâ).
The net proceeds from the Private Placement will be used to fund the Companyâs
commercialization phase and to accelerate time to profitability, working
capital needs and other general corporate purposes.
The Offer Shares are 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 Børs and borrowed from Anders Storbrüten (the
âShare Lenderâ) pursuant to a share lending agreement entered into between the
Company, the Manager (see below) and the Share Lender (the âShare Lending
Agreementâ). As a result, the investors in the Private Placement will receive
tradeable shares upon delivery.
The new shares to be issued in the Private Placement will be used to settle
the Managerâs obligation to redeliver shares to the Share Lender pursuant to
the Share Lending Agreement. Listing of the new shares in the Private
Placement requires approval and publication of a listing prospectus as
approved by the Norwegian Financial Supervisory Authority and will be issued
on a separate, unlisted ISIN and will only become tradable on Euronext Oslo
Børs following approval and publication of the prospectus, expected during Q2
2026.
The private placement is resolved by the Companyâs board of directors pursuant
to the existing board authorization granted by the Companyâs extraordinary
general meeting on 27 March 2026. The 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 concluded that the transaction structure is in the common
interest of the Company and its shareholders. In particular, the Board notes
that the Private Placement is being carried out at a subscription price of NOK
8.25 per share, which corresponds to the recently completed share issue, is
above the volume-weighted average in the period following the completed share
issue, and is corresponding to the market price at the time of the boardâs
decision. The Private Placement is further directed at the Investors, who are
not shareholders in the Company. With regard to the dilution of existing
shareholders, there is therefore no differential treatment, and the board has
not considered it relevant to carry out a repair issue.
Beyond the strategic focus on shareholders, the Private Placement is
considered a continuation of the recently completed capital raise to support
the Companyâs commercialization phase and to accelerate time to profitability,
and for working capital needs and other general corporate purposes.
Following registration of the share capital increase, the Company will have a
share capital of NOK 77,308,932 divided into 77,308,932 shares, each with a
nominal value of NOK 1 and each carrying one vote at the Companyâs general
meeting.
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 StorbrĂĽten, 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.
IMPORTANT INFORMATION
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.
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
