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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 16 November 2022. Reference is made to the press release from IDEX
Biometrics ASA (“IDEX” or the “Company”) published on 16 November 2022 regarding
a contemplated private placement (the “Private Placement”).
IDEX is pleased to announce that the Private Placement has been successfully
placed and will raise gross proceeds to the Company of around USD 15 million,
equivalent to NOK 150 million, through the allocation of 150,000,000 new shares
(the “Offer Shares”) at a price of NOK 1.00 per Offer Share.
The Private Placement attracted strong interest from high-quality institutional
investors and was significantly oversubscribed.
The Company intends to use the net proceeds from the Private Placement to build
further momentum for the Company’s commercial ramp-up, for working capital
requirements and for general corporate purposes.
The Private Placement is divided into two tranches. Tranche 1 consists of
101,254,865 Offer Shares (representing approximately 10% of the outstanding
shares in the Company) (“Tranche 1” and the “Tranche 1 Offer Shares”). Tranche
2 consists of 48,745,135 Offer Shares (“Tranche 2” and the “Tranche 2 Offer
Shares”). Completion of Tranche 2 will be subject to approval by an
extraordinary general meeting of the Company expected to be held on or about 9
December 2022 (the “EGM”).
Notification of allocation and settlement instructions for Tranche 1 and Tranche
2 (conditional allocation for Tranche 2) will be communicated to investors on
17 November 2022.
Both Tranche 1 and Tranche 2 will be settled with existing and unencumbered
shares in the Company that are already listed on the Oslo Stock Exchange,
pursuant to a share lending agreement between the Company, the Managers (as
defined below) and certain existing shareholders (the “Share Lending
Agreement”). The share loan in Tranche 1 will be settled with 101,254,865 new
shares in the Company resolved issued by the Board in a board meeting held on
16 November 2022 pursuant to an authorisation by the Company’s ordinary general
meeting held on 12 May 2022. The share loan in Tranche 2 will be settled with
new shares in the Company expected to be issued following, and subject to,
approval by the EGM.
Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery
versus payment basis on or about 21 November 2022. The Tranche 1 Offer Shares
will be tradeable from allocation.
Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) delivery
to the Managers under the Share Lending Agreement of the shares to be settled in
Tranche 2 and (iii) the approval by the EGM. Completion of Tranche 1 will not be
conditional upon or otherwise affected by the completion of Tranche 2, and the
applicants’ acquisition of Tranche 1 Offer Shares will remain final and binding
and cannot be revoked, cancelled or terminated by the respective applicants if
Tranche 2, for whatever reason, is not completed. Investors being allocated
shares in the Private Placement have undertaken to vote in favour of Tranche 2
at the EGM.
Settlement of the Tranche 2 Offer Shares is expected to take place on a delivery
versus payment basis on or about 13 December 2022, subject to approval by the
EGM.
Following completion of both Tranche 1 and Tranche 2 of the Private Placement,
the Company will have 1,166,080,417 shares outstanding. Following completion of
Tranche 1 of the Private Placement, the Company’s share capital will be NOK
167,600,292.30 divided into 1,117,335,282 shares, each with a par value of NOK
0.15.
The Board has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the Norwegian
Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for
companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s
Guidelines on the rule of equal treatment, and deems that the proposed Private
Placement is in compliance with these requirements. The Board holds the view
that it has been 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. By
structuring the equity raise as a private placement, the Company has been able
to raise equity efficiently, with a 2 percent discount to the closing price on
the Oslo Stock Exchange the 16 November 2022, and at a lower cost and with
significantly lower risk than in a rights issue. The Board has on this basis
resolved not to conduct a subsequent repair offering directed towards
shareholders who did not participate in the Private Placement.
This information in this stock exchange announcement is considered to be inside
information pursuant to the EU Market Abuse Regulation and is subject to the
disclosure requirements pursuant to section 5-12 the Norwegian Securities
Trading Act.
This stock exchange announcement was published by Marianne Bøe, Head of Investor
Relations on 16 November 2022 at 23:10 CET on behalf of the Company.
IDEX Biometrics ASA in brief:
IDEX Biometrics (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 or unlock devices 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
(https://www.globenewswire.com/Tracker?data=QDJkao8vX2JNeCV6qES9dN7QghxBXaKl_r71
LP7nmQlNW3uiA6BPuy9opcStBpTpW17REfR7bFJwG7jiyg_icKGrTCqqMnXvYn1kxsck4ULJZ2n09I6s
661tGfoKIM5-pVqCGsTENEssQ3-
5It3MR0Nbl_G6lexerLzu5Hzk33JmFQZhINCHYXiWWstf88qSMrvj_k9NsydH71t171AcliAWcF0ZnMz
48gph3ElJqOWgAy9S0XepllwYcnEX2oRRAXwW_Ax7i0ooKPv1EEgTvw==)
Advisors:
ABG Sundal Collier ASA and Arctic Securities AS (the “Managers”) acted as Joint
Bookrunners in connection with the Private Placement. Advokatfirmaet Ræder AS
and Cooley LLP are acting as legal advisor to the Company. Advokatfirmaet
Thommessen AS is acting as legal advisor to the Managers.
For more information, please contact:
Marianne Bøe, Head of Investor Relations
E-mail: marianne.boe@idexbiometrics.com (mailto:Marianne.boe@idexbiometrics.com)
Tel: +47 91 80 01 86
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. 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.
This announcement is not an offer of securities for sale in the United States.
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 “Securities
Act”), 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 their
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 to “qualified institutional buyers” as defined in
Rule 144A under the Securities Act or, with respect to institutions or to any
existing director or executive officer of the Company only, “accredited
investors” as defined in Regulation D 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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” 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
“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 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 “believe”, “expect”, “anticipate”,
“strategy”, “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 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 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 operate, 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. 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.
This announcement is made by, and is the responsibility of, the Company. Neither
the Managers nor any of their affiliates makes 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
Managers nor any of their affiliates accepts any liability arising from the use
of this announcement.
Kilde
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