NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLEâS REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Reference is made to the stock exchange announcement published by NEXT Biometrics Group ASA (the âCompanyâ), on 18 March 2026, regarding a contemplated partially underwritten rights issue in the Company, raising gross proceeds of up to NOK 50 million (the âRights Issueâ), and the subsequent stock exchange announcement setting out the key information relating to the Rights Issue on 18 March 2026.
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Updated key information relating to the Rights Issue is set out below.
Date on which the terms and conditions of the preferential Rights Issue were announced: 18 March 2026.
Date of approval: 19 May 2026 (annual general meeting (âAGMâ))
Last day including rights: 19 May 2026
Ex-date: on or about 20 May 2026
Record Date: 21 May 2026
Maximum number of new shares to be issued in the Rights Issue: 50,000,000, subject to the completion of the reverse share split in the ratio of 10:1 (the âReverse Share Splitâ) as resolved by the Companyâs extraordinary general meeting held 7 April 2026 (the âEGMâ).
Subscription price: NOK 0.10 per new share, however such that the subscription price per new share shall be adjusted following completion of the Reverse Share Split as resolved by the EGM, resulting in a subscription price of NOK 1.
Ratio preferential rights: 4.1715
Subscription ratio: 1:1 (number of new shares in the Company per subscription right)
Manager: Arctic Securities AS
Will the rights be listed: Yes, the Company will apply for listing of the subscription rights on Euronext Oslo Børs.
ISIN for the preferential rights: NO 0013739599
Other information: Reference is made to the stock exchange announcements published by the Company on 18 March 2026. Completion of the Rights Issue is subject to, inter alia, (i) the completion of the Reverse Share Split, (ii) the completion of a share capital decrease by the reduction of the nominal value of the Companyâs shares (the âShare Capital Reductionâ) following expiry of a six-week creditor notice period under Section 12-5 of the Norwegian Public Limited Liability Companies Act, (iii) the AGM having resolved the Rights Issue, and (iv) the Financial Supervisory Authority of Norway having approved, and the Company having published, the a prospectus. The EGM was held on 7 April 2026, while the notice of the AGM will be published in a separate stock exchange announcement three weeks prior to the date of the AGM.
For further information, please contact:
Ulf Ritsvall (CEO), ulf.ritsvall@nextbiometrics.com
Eirik Underthun (CFO), eirik.underthun@nextbiometrics.com
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT INFORMATION
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.
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 âProspectus Regulationâ means Regulation (EU) 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 who fall within the definition of âinvestment professionalsâ in Article 19(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) are other persons to whom it otherwise lawfully be communicated (all such persons together being referred to as âRelevant Personsâ). Any person who is not a Relevant Person must not act or rely on this Investor Presentation or any of its contents. 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 âbelieveâ, âexpectâ, âanticipateâ, âstrategyâ, âintendsâ, âestimateâ, âwillâ, âmayâ, âcontinueâ, âshouldâ 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 their 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.
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.
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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