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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
NEXT Â CONTEMPLATED PRIVATE PLACEMENT
The board of directors (the âBoard of Directorsâ) of NEXT Biometrics Group ASA
(âNEXTâ or the âCompanyâ) has retained Carnegie and DNB Markets (the âManagersâ)
to advise on and effect a private placement of new shares directed towards
Norwegian and international investors after the close of Oslo Stock Exchange
today, 24 January 2019 (the âPrivate Placementâ). In the Private Placement, the
Company is contemplating to raise up to NOK 160 million in gross proceeds by
issuing new shares in the Company (the âOffer Sharesâ).
The Companyâs largest shareholder, Greenbridge Investments Partners Limited,
Acting as General Partner of Greenbridge Investment L.P., is planning to
participate in the private placement on a pro-rata basis (18.8% ownership
resulting in a subscription of approx. NOK 30 million based on a capital raise
of NOK 160 million). Members of the Companyâs executive management Ritu Favre
(CEO), Knut StÄlen (CFO), Dan Cronin (COO), Christine Nilsen (General Counsel)
and Alain Faburel (CSMO) will participate in the Private Placement by applying
for Offer Shares for a total amount of approx. NOK 780,000. The Company has also
received significant indications of interest from existing shareholders and new
investors to apply for Offer Shares in the Private Placement.
The net proceeds from the Private Placement will be used to further scale the
Companyâs activities within payment card development, and at the same time be
able generate sufficient revenues to bring the Company into a sustainable
balance of revenues and expenses.
The subscription price in the Private Placement will be determined by the
Companyâs Board of Directors through an accelerated bookbuilding process. The
minimum subscription and allocation in the Private Placement has been set to the
number of Offer Shares that equals an aggregate subscription price of at least
the NOK equivalent of EUR 100,000, provided that the Company may, at its sole
discretion, offer and allocate an amount below EUR 100,000 to the extent
applicable exemptions from the prospectus requirement pursuant to applicable
regulations are available.
The bookbuilding period for the Private Placement will commence today, 24
January 2019, at 16:30 hours (CET) and close on 25 January 2019 at 08:00 hours
(CET). The Company may, however, at any time resolve to close or extend the
bookbuilding period at its own discretion and for any reason.
The Company will announce the final number of Offer Shares placed and the final
subscription price in the Private Placement in a stock exchange announcement
expected to be published before opening of trading on the Oslo Stock Exchange
tomorrow, 25 January 2019.
Notification of allotment and payment instructions will be communicated to the
applicants by the Managers on or about 25 January 2019, subject to any
shortenings or extensions of the bookbuilding period. The Private Placement will
be divided into two tranches. Tranche 1 will consist of 1,923,000 Offer Shares
(representing approximately 10% of the share capital of the Company) (âTranche
1â). Tranche 2 will consist of up to the number of Offer Shares necessary to
raise gross proceeds of up to NOK 160 million (âTranche 2â). The subscribers are
expected to be allocated Offer Shares pro rata between Tranche 1 and Tranche 2.
Completion of Tranche 1 of the Private Placement by the delivery of Offer Shares
is subject to approval by the Board of Directors pursuant to an authorisation by
the CompanyÂs general meeting held 15 May 2018, while the completion of the
potential Tranche 2 of the Private Placement by the delivery of Offer Shares is
subject to the approval by an Extraordinary General Meeting expected to be held
on or about 15 February 2019 (the âEGMâ) and a listing prospectus being approved
by the Financial Supervisory Authority of Norway and published (expected within
15 February 2019). Further to this, completion of both Tranche 1 and Tranche 2
are subject to (i) the Company resolving to consummate the Private Placement and
allocate the Offer Shares, and (ii) registration of the share capital increases
in the Company pertaining to the issuance of Offer Shares in the relevant
Tranche with the Norwegian Register of Business Enterprises. Applicants who are
or become shareholders in this transaction undertake by their application to
vote in favour for the approval of issuance of Offer Shares in Tranche 2 at the
upcoming EGM.
Settlement of the allocated Offer Shares in Tranche 1 is expected to take place
on a delivery versus payment basis on or about 29 January 2019. Settlement of
the allocated Offer Shares in Tranche 2 is expected to take place on a delivery
versus payment basis shortly after the approval by the EGM expected to be held
on or about 15 February 2019. Settlement of Tranche 1 is not conditional upon
settlement of Tranche 2 under the Private Placement, and if the EGM should not
approve to issue Offer Shares in Tranche 2, or Tranche 2 for another reason
should not be completed, acquisition of Offer Shares in Tranche 1 will remain
final and binding and cannot be revoked or terminated by the respective
applicants.
The Offer Shares allocated in Tranche 1 will be tradable upon the registration
of the share capital increase pertaining to Tranche 1 of the Private Placement
with the Norwegian Register of Business Enterprises (expected on or about 29
January 2019). The Offer Shares allocated in Tranche 2 will be tradable on the
Oslo Stock Exchange upon registration of the share capital increase pertaining
to Tranche 2 of the Private Placement with the Norwegian Register of Business
Enterprises and a listing prospectus being approved by the Financial Supervisory
Authority of Norway and published (the âNFSAâ). The Company expects that the
listing prospectus will be approved by the NFSA on or about 15 February 2019. If
there is a delay in the approval process with the NFSA, the Tranche 2 Offer
Shares will be registered on a separate ISIN number until the approval of a
listing prospectus and will be sought listed, and thus be tradable, on Merkur
Market as soon as practically possible after the EGM until a listing prospectus
has been approved by the NFSA and published. However, the Tranche 2 Offer Shares
will not be tradeable prior to registration of the share capital increase
pertaining to Tranche 2 of the Private Placement with the Norwegian Register of
Business Enterprises.
The Board has resolved to launch the contemplated share issue as a private
placement based on advice from the Managers following their discussions with
existing shareholders and potential investors. After having considered
alternative transaction structures and the Companyâs liquidity needs, the Board
is of the view that a private placement is in the best interest of the Company
and its shareholders as an underwritten rights issue would imply a significant
dilution of non-participating shareholders given todayâs market conditions and
the NEXT share price development.
Subject to successful completion of the Private Placement, the Board of
Directors may consider to carry out a subsequent offering of new shares in the
Company directed towards shareholders in the Company as of 24 January 2019 (as
registered in the VPS on 28 January 2019) who were not allocated Offer Shares in
the Private Placement and who are not resident in a jurisdiction where such
offering would be unlawful or, for jurisdictions other than Norway, would
require any prospectus, filing, registration or similar action. Such
shareholders will be granted non-transferable preferential rights to subscribe
for, and, upon subscription, be allocated new shares. The subscription price in
such subsequent offering will be the same as the subscription price in the
Private Placement.
Investor contacts for NEXT Biometrics Group ASA:
Ritu Favre (CEO), Ritu.Favre@NEXTbiometrics.com
Knut StÄlen (CFO), Knut.Stalen@NEXTbiometrics.com
About NEXT Biometrics Group ASA:
NEXT provides advanced fingerprint sensor technology that delivers uncompromised
security and accuracy for the best possible user experience in the smart card,
government ID, access control and notebook markets. The companyâs patented NEXT
Active ThermalTM principle allows the development of large, high quality
fingerprint sensors in both rigid and flexible formats. NEXT Biometrics Group
ASA (www.nextbiometrics.com) is headquartered in Oslo, with sales, support and
development operations in Seattle, Silicon Valley, Taipei, Prague, Bengaluru and
Shanghai.
IMPORTANT NOTICE:
This announcement is not and does not form a part of any offer for sale of
securities.
Copies of this announcement are not being made and may not be distributed or
sent into the United States, Australia, Canada, Japan or any other 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 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
offering of the securities referred to in this announcement will be made by
means of a prospectus.
This announcement is not a prospectus for the purposes of Directive 2003/71/EC
(together with any applicable implementing measures in any Member State, the
âProspectus Directiveâ). Investors should not subscribe for any securities
referred to in this announcement except on the basis of information contained in
the aforementioned prospectus. In any EEA Member State other than Norway that
has implemented the Prospectus Directive, this communication is only addressed
to and is only directed at qualified investors in that Member State within the
meaning of the Prospectus Directive, i.e., only to investors who can receive the
offer without an approved prospectus in such EEA 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 âOrderâ) 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 ârelevant personsâ). 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.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice
http://www.netfonds.no/quotes/release.php?id=20190124.OBI.20190124S88
