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Oslo, 26 September 2023: NEXT Biometrics Group ASA (OSE: NEXT) (“NEXT” or the “Company”) hereby announces a contemplated private placement of new shares in the Company (the “Offer Shares”) to raise gross proceeds of between NOK 40 million and NOK 60 million (the “Private Placement”). The Company has engaged Pareto Securities AS as sole manager and sole bookrunner (the “Manager”) to advise on and effect the contemplated Private Placement.
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The offer price per Offer Share is NOK 5.00 per share (the “Offer Price”). The total number of Offer Shares to be issued in the Private Placement will be determined by the board of directors (the “Board”) in consultation with the Manager.
The net proceeds to the Company from the Private Placement will be used to ensure a healthy balance sheet and meet working capital requirements due to substantial orders.
Certain primary insiders, existing shareholders and new investors have collectively pre-committed to subscribe for Offer Shares for more than NOK 40 million at the Offer Price in the Private Placement.
Based on a limited wall-crossing exercise prior to launch, the Manager has received indications of interest to subscribe for Offer Shares so that the Private Placement is covered in the low end of the offer size range at the start of the application period.
The Company and members of the Board as well as the Company’s new CEO and the CFO have undertaken a six-month lock-up on customary terms and conditions.
The Private Placement will be directed towards selected Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000. However, the Company may, at its sole discretion, offer and allocate Offer Shares for amounts below the NOK equivalent of EUR 100,000 in the Private Placement to the extent exemptions from prospectus requirements, in accordance with applicable regulations, including the Norwegian Securities Trading Act, Regulation (EU) 2017/1129 on prospectuses for securities and ancillary regulations, are available, including to its employees or related individuals such as friends and/or family members.
The application period will commence today, on 26 September 2023, at 16:30 hours (CEST) and end on 27 September 2023 at 08:00 hours (CEST). The Company may, however, at any time resolve to shorten or extend the application period at its sole discretion and for any reason. If the application period is shortened or extended, any dates referred to herein may be amended accordingly.
The allocation of Offer Shares will be determined following the application period, and the final allocation will be made at the sole discretion of the Board (in consultation with the Manager). The Board will focus on criteria such as (but not limited to) pre-commitments, indications from the wall-crossing phase of the Private Placement, existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon.
Notification of allocation will be sent to the applicants by the Manager on or about 27 September 2023 before 09:00 hours (CEST), subject to any shortenings or extensions of the application period.
The completion of the Private Placement is subject to (i) all corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including, without limitation, the resolution by the Board to increase the share capital of the Company and issue the Offer Shares pursuant to an authorisation granted by the Company’s annual general meeting held on 12 May 2023, (ii) the pre-payment agreement referred to below remaining in full force and effect, and (iii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises (the “NRBE”) and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the “VPS”) (jointly the “Conditions”).
The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment (DvP) basis on or about 29 September 2023, following the share capital increase pertaining to the Offer Shares being registered with the NRBE, expected on or about 28 September 2023. The DvP settlement will be facilitated by a pre-payment agreement expected to be entered into between the Company and the Manager. The Offer Shares cannot be traded on the Oslo Stock Exchange before the share capital increase pertaining to the issuance of the Offer Shares has been registered with the NRBE. The Company will announce when such registration has taken place, and the Company expects that the Offer Shares will commence trading on the Oslo Stock Exchange on or about 28 September 2023.
The Company reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to the Conditions having been met. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.
The Board has considered the structure of the contemplated offering of new shares in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the rules of equal treatment set out in the continuing obligations for companies admitted to trading on the Oslo Stock Exchange and the guidelines on the rules of equal treatment, and is of the opinion that the proposed Private Placement is in compliance with these requirements.
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 transaction structured as a private placement. The Board has when reaching this conclusion inter alia emphasised that this transaction structure will allow for the Company to raise new equity in a time and cost efficient manner, with limited execution risk. The private placement constitutes a small share of the current outstanding share capital with limited dilution to existing shareholders. The Offer Price has been set on the basis of indications from wall-crossed investors and represents a limited discount compared to the price quoted on the Oslo Stock Exchange.
This information in this stock exchange announcement is considered to be inside information pursuant to the EU Market Abuse Regulation and is published in accordance with section 5-12 the Norwegian Securities Trading Act.
Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in connection with the Private Placement.
For further information, please contact:
Peter Heuman, CEO
Email: peter.heuman@nextbiometrics.com
Eirik Underthun, CFO
Email: eirik.underthun@nextbiometrics.com
About NEXT Biometrics:
NEXT provides advanced fingerprint sensor technology that delivers uncompromised security and accuracy for the best possible user experience in the smart cards government ID, access control and notebook markets. The company’s patented NEXT Active Thermal TM principle allows the development of large, high quality fingerprint sensors both rigid and flexible formats. NEXT Biometrics Group ASA (www.NEXTBiometrics.com) is headquartered in Oslo, with sales, support and development operations in Seattle, Taipei, Bengaluru and Shanghai.
This stock exchange announcement was published by Eirik Underthun, CFO at NEXT Biometrics Group ASA, on 26 September 2023, at 16:30 hours (CEST).
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 accordingly may not be offered or sold in the United States absent registration or an applicable exemption from 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 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 “qualified institutional buyers” as defined in Rule 144A 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 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 Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “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. Any investment or investment activity to which this announcement 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.
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. 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 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.
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