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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
NEXT Biometrics Group ASA Update on Private Placement: Temporary listing of
Tranche 2 shares on Merkur Market
Oslo, 13 February 2019: Reference is made to the stock exchange announcement by
NEXT Biometrics Group ASA (“NEXT” or the “Company”) on 24 January 2019 regarding
the successfully completed private placement raising gross proceeds of NOK 160
million (the “Private Placement”), which is divided into two tranches. Tranche 1
consists of 1,923,000 offer shares (“Tranche 1”). Tranche 2 consists of
18,077,000 offer shares (“Tranche 2”). The Tranche 1 shares were listed and
tradable on the Oslo Stock Exchange as of 29 January 2019.
The Company now expects that the prospectus in relation to the listing of the
Tranche 2 shares and the subsequent offering of 3,500,000 new shares (the
“Subsequent Offering”) will be approved by the NFSA(Finanstilsynet) on or about
28 February 2019. Subject to the general meeting’s resolution to issue the
Tranche 2 shares at the extraordinary general meeting on 15 February 2019, the
Tranche 2 shares will be registered on a separate ISIN number and sought listed,
and thus be tradable, on Merkur Market until the listing prospectus is approved.
The Tranche 2 shares are expected to be tradable on Merkur Market on or about 19
February 2019. The Tranche 2 shares will be transferred to the same ISIN as the
rest of the issued shares by NEXT and listed on the Oslo Stock Exchange as soon
as practicable possible after the prospectus has been approved by the NFSA
(Finanstilsynet).
The Company expects that the subscription period for the Subsequent Offering
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, will commence on
or about 1 March 2019 and end on or about 8 March 2019, subject to the general
meeting’s resolution to complete the Subsequent Offering and the approval of the
prospectus by the NFSA. The subscription price in such subsequent offering will
be the same as the subscription price in the Private Placement.
Investor contacts for NEXT Biometrics:
Ritu Favre (CEO), [email protected]
Knut Stålen (CFO), [email protected]
About NEXT Biometrics:
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 company’s patented NEXT
Active Thermal 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 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 “Securities
Act”), 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
“Prospectus Directive”). 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 “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 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=20190214.OBI.20190214S136
