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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 16 February 2021. Reference is made to the press release from IDEX
Biometrics ASA (“IDEX” or the “Company”) on 15 February 2021 regarding a
contemplated private placement.
IDEX is pleased to announce that the Private Placement (as defined below) has
been successfully completed and raised gross proceeds to the Company of about
NOK 229 million ($27.5 million) through the allocation of 83,214,674 new shares
at a price of NOK 2.75 per share.
The Private Placement attracted strong interest from Norwegian, Nordic and
international high-quality institutional investors and was multiple times
oversubscribed.
The Company intends to use the net proceeds from the Private Placement to cover
expansion investments and used for general corporate purposes, and is expected
to fund the Company to the commercially scalable volumes phase.
Following completion of the Private Placement, the Company’s share capital will
be NOK 137,304,213.30 divided into 915,361,422 shares, each with a par value of
NOK 0.15.
Allocation to investors will be communicated on 16 February 2021. The Private
Placement will be settled by the Manager on a delivery-versus-payment basis on
18 February 2021. Offer shares in the Private Placement will be settled with
existing and unencumbered shares in the Company, pursuant to a share lending
agreement expected to be entered into between Arctic Securities AS, certain
existing shareholders and the Company (the “Share Lending Agreement”).
A listing prospectus will be prepared and published in connection with the
Private Placement and 29,415,423 of the new shares cannot be admitted to trading
on Oslo Børs pending such publication.
CFO Derek D’Antilio, who is a primary insider in IDEX, subscribed for 76,000
shares at NOK 2.75 per share. Following this transaction, Mr. D’Antilio holds
706,926 shares and 2,000,000 incentive subscription rights to shares in IDEX.
Advisors:
Arctic Securities AS acted as Sole Managers in connection with the Private
Placement. Advokatfirmaet Ræder AS is acting as legal advisor to the Company.
For more information, please contact:
Chief Financial Officer: Derek D’Antilio
derek.dantilio@idexbiometrics.com (mailto:Brede.huser@flyr.com)
+1 978 273 1344
www.idexbiometrics.com (http://www.idexbiometrics.com)
IR Contact: Marianne Bøe
Marianne.boe@idexbiometrics.com (mailto:Brede.huser@flyr.com)
+47 91 80 01 86
www.idexbiometrics.com (http://www.idexbiometrics.com)
IDEX Biometrics ASA in brief:
IDEX Biometrics ASA (OSE: IDEX and OTCQB: IDXAF) is a leading provider of
fingerprint identification technologies offering simple, secure and personal
authentication for all. We help people make payments, prove their identity, gain
access to information, unlock devices or gain admittance to buildings with the
touch of a finger. We invent, engineer, and commercialize these secure, yet
incredibly user-friendly solutions. Our total addressable market represents a
fast growing multi-billion-unit opportunity. For more information, visit
www.idexbiometrics.com (http://www.idexbiometrics.com) and follow
@IDEXBiometrics
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 “U.S.
Securities Act”), and may not be offered or sold in the United States absent
registration or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein 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 to “qualified
institutional buyers” as defined in and pursuant to Rule 144A under the U.S.
Securities Act or, with respect to any existing director or executive officer of
the Company only, “accredited investors” as defined in Regulation D under the
U.S. 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 “EU
Prospectus Regulation” means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (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 Qualified Investors and 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 “Order”) 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 “relevant persons”). 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 to 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.
This announcement is made by, and is the responsibility of, the Company. The
Manager and their affiliates are acting exclusively for the Company and no one
else in connection with the Private Placement. They will not regard any other
person as their respective clients in relation to the Private Placement and will
not be responsible to anyone other than the Company, for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the Private Placement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
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 “believe”, “aims”, “expect”,
“anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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 public sector
investment levels, changes in the general economic, political and market
conditions in the markets in which the Company operates, the Company’s ability
to attract, retain and motivate qualified personnel, changes in the Company’s
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. Forward-looking statements speak only as of the date they are made
and cannot be relied upon as a guide to future performance. The Company, each of
the Manager and their respective affiliates expressly disclaims any obligation
or undertaking to update, review or revise any forward-looking statement
contained in this announcement whether as a result of new information, future
developments or otherwise. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. You should not place undue reliance on the
forward-looking statements in this announcement.
The Private Placement and the contemplated admission to trading on Euronext
Growth Oslo may be influenced by a range of circumstances, such as market
conditions, and there is no guarantee that the Private Placement will proceed
and that the admission to trading on Euronext Growth Oslo will occur.
This announcement is for information purposes only. It does not purport to be
complete, and it 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 their
respective affiliates accepts any liability arising from the use of this
announcement. The Company and the Manager, and their respective affiliates,
expressly disclaims any obligation or undertaking to update, review or revise
any statement contained in this announcement whether as a result of new
information, future developments or otherwise.
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 information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act
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