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Shares (“ADSs”), each representing 75 ordinary shares of the Company (“Ordinary
Shares”), on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol
“IDBA” as of market open today, March 1, 2021.
“The listing of our stock on the Nasdaq market represents a significant
milestone in our growth as a publicly-traded company,” said Vince Graziani, CEO
at IDEX. “We believe this dual listing will increase our visibility in the U.S.
marketplace, while also improving our visibility and liquidity with a broader
base of prospective shareholders. This listing also strengthens our position to
further enhance market awareness of our innovative biometric products and
solutions. I would like to thank our employees, directors and partners for
assisting IDEX in reaching this milestone.”
A registration statement was filed with the SEC to facilitate the creation of a
trading market in the United States for ADSs. The Company has not registered any
new issuance of securities and is not making any public offering of new shares
or private placement of shares in connection with the listing on Nasdaq. The
Company’s Ordinary Shares will continue to be admitted to trading on the Oslo
Børs.
IDEX has prepared a series of frequently asked questions (“FAQs”) shown below
applicable to holders of shares traded on the OTCQB Market under the trading
symbol “IDXAF” and the process for exchanging such shares for ADSs. For any
further questions about the ADS exchange process, please contact the Company’s
ADS Depositary Bank, The Bank of New York Mellon at
DRBrokerSolutions@bnymellon.com (mailto:DRBrokerSolutions@bnymellon.com).
This announcement shall not constitute an offer to sell, or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or
jurisdiction. A prospectus describing the securities referenced herein may be
obtained, from the website of the SEC at http://www.sec.gov.
About IDEX Biometrics
IDEX Biometrics ASA (OSE: IDEX and Nasdaq: IDBA) 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 and follow on Twitter
@IDEXBiometrics
U.S. Investor Contact:
Brett L Perry, Shelton Group
E-mail: sheltonir@sheltongroup.com (mailto:sheltonir@sheltongroup.com)
Tel: +1 214 272 0070
Company Contacts:
Marianne Bøe, Investor Relations
E-mail: marianne.boe@idexbiometrics.com (mailto:marianne.boe@idexbiometrics.com)
Tel: + 47 9180 0186
Derek D’Antilio, Chief Financial Officer
E-mail: derek.dantilio@idexbiometrics.com
(mailto:derek.dantilio@idexbiometrics.com)
Tel: +1 978 273 1344
Forward-Looking Statements
Certain statements made in this announcement are forward-looking statements
including with respect to the effectiveness of the registration filed with the
SEC, the anticipated listing date of the ADSs on Nasdaq and the creation of a
trading market for the ADSs in the United States. These forward-looking
statements are not historical facts but rather are based on the Company’s
current expectations, estimates, and projections about its industry; its
beliefs; and assumptions. Words such as ‘anticipates,’ ‘expects,’ ‘intends,’
‘plans,’ ‘believes,’ ‘seeks,’ ‘estimates,’ and similar expressions are intended
to identify forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks, uncertainties,
and other factors, some of which are beyond the Company’s control, are difficult
to predict, and could cause actual results to differ materially from those
expressed or forecasted in the forward-looking statements. The Company cautions
securityholders and prospective securityholders not to place undue reliance on
these forward-looking statements, which reflect the view of the Company only as
of the date of this announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the statements are
made. The Company will not undertake any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of this
announcement except as required by law or by any appropriate regulatory
authority.
Frequently Asked Questions and Answers for IDEX Ordinary Shareholders:
Which stock exchanges is IDEX listed on?
ADSs representing IDEX’s Ordinary Shares are listed on Nasdaq under the ticker
symbol “IDBA”, and IDEX’s Ordinary Shares are listed on the Oslo Børs, a market
operated by the Oslo Stock Exchange, under the symbol “IDEX.”
In addition, USD denominated Ordinary Shares (“F Shares”) are currently traded
on the OTC Market.
Why have a dual listing of IDEX’s shares?
The dual listing on Nasdaq and OSE makes IDEX’s shares more accessible to U.S.
institutional and retail investors while also remaining listed on the OSE.
What is the relationship between the Company’s Ordinary Shares and ADSs?
Each ADS is a tradeable security representing 75 of the Company’s Ordinary and F
Shares. The value of each ADS is denominated in U.S. Dollars.
How do I exchange my Ordinary Shares or OTC “F” shares into ADSs?
The process set out below explains what you need to do to select a suitable
broker account and summarizes the instructions that you need to give to your
broker in order to exchange your Ordinary or F Shares into ADSs. Please refer to
“Notes for Brokers” which we suggest you send to your broker if you are
interested in exchanging Ordinary or F Shares for ADSs.
Do I have to exchange my Ordinary Shares into ADSs?
No, the Company’s Ordinary Shares will continue to trade on the Oslo Børs market
of the OSE and the F Share will continue to trade on the OTC market, however the
company will not continue to be listed on the OTCQB. If you do not wish to hold
ADSs but wish to remain a holder of IDEX’s Ordinary or F Shares then no action
is required.
Are all Ordinary Shares eligible to be deposited for delivery of ADSs?
No. Ordinary Shares that are owned by an executive officer or director or other
person that may be considered an “affiliate” of the Company under U.S.
securities law and Ordinary Shares that were received in a private placement and
have been held for less than a year are generally not eligible to be deposited.
If your Ordinary Shares fall into one of these categories, please contact
DRBrokerSolutions@bnymellon.com (mailto:DRBrokerSolutions@bnymellon.com) for
more information on whether you will be allowed to deposit and under what
conditions.
What does it cost to exchange Ordinary or “F” Shares into ADSs?
There will be an issuance fee of up to US$5.00 per 100 ADSs (or portion thereof)
charged by The Bank of New York Mellon for the issuance of the ADSs. The
exchange of your dematerialized Ordinary or F Shares will need to be managed by
your broker as Ordinary or F Shares need to be transferred electronically to The
Bank of New York Mellon prior to the issuance of ADSs. Your selected broker may
also levy an administrative charge for managing the exchange process.
I don’t have a broker - do I really need one?
Yes, exchange into ADSs will require the assistance of a U.S. registered broker.
Please refer to “Notes for Shareholders”.
Is there a cost to hold ADSs?
The Bank of New York Mellon may charge an annual Depositary Service Fee of up to
US$0.05 per ADS. This is typically collected from the broker or other
intermediary that holds the ADSs on your behalf. Your broker may pass this fee
on to you directly or it may be part of the annual fee that you pay to maintain
your brokerage account.
Notes for Shareholders:
Process for exchanging Ordinary or F Shares into ADSs:
Step 1: Select a broker with U.S. listed securities trading capability. You need
to ensure that the broker and type of account on offer is capable of holding and
trading U.S. listed securities. Please ensure that you check with your broker
that they can hold IDEX Biometrics ASA ADSs and have a DTC participant account.
Step 2: You will need to contact your broker and ask them how to transfer your
existing Ordinary or F Shares into ADSs.
Step 3: Your broker will need to contact The Bank of New York Mellon by email to
arrange for the exchange of your Ordinary or F Shares into ADSs tradeable on
Nasdaq. You will receive one ADS for every 75 Ordinary or F Shares that you hold
and opt to deposit.
The contact details for The Bank of New York Mellon, together with details of
the conversion process are outlined in the “Notes for Brokers” below. We suggest
that you send this to your broker.
Notes for Brokers:
Conversion of Ordinary or F Shares into ADSs tradeable on Nasdaq
Ordinary Shares are traded on Oslo Børs under the ticker: IDEX and USD
denominated Ordinary Shares or F Shares are traded on the OTC.
IDEX Biometric ADSs are listed and traded on Nasdaq under the ticker: IDBA.
Each ADS represents 75 Ordinary or F Shares.
Ordinary and F Shares can be exchanged into the equivalent number of ADSs via
the Company’s Depositary Bank, The Bank of New York Mellon. Contact The Bank of
New York Mellon at DRBrokerSolutions@bnymellon.com
(https://www.globenewswire.com/Tracker?data=biH65qhHwdZsUEpwlEx86cQFk40PTIpzUzYa
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Once exchanged, the ADSs are tradeable via Nasdaq.
For Ordinary Shares only - Ordinary Shares must be deposited for delivery of
ADSs and must be transferred electronically to Nordea Bank AB (Publ), filial i
Norge, as custodian, with instructions to credit the account of The Bank of New
York Mellon and notify the Depositary Bank of the deposit.
Instructions must be given identifying a broker or other securities intermediary
that is a participant in The Depository Trust company (DTC) to receive credit of
the ADSs issuable in respect of the deposit and providing any further credit
information required by the DTC participant.
The ADS issuance fee of US$5.00 per 100 ADSs (or portion thereof) must be paid
to the Depositary Bank.
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act
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