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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
NEXT Biometrics Group ASA Commencement of the subsequent offering
Oslo, 4 March 2019: Reference is made to the stock exchange announcements from
NEXT Biometrics Group ASA (“NEXT” or the “Company”) on 25 January 2019 regarding
key information relating to the subsequent offering and listing of up to
3,500,000 new shares, each with a nominal value of NOK 1.00 (the “Offer Shares”)
at a subscription price of NOK 8.00 per Offer Share (the “Subscription Price”)
to be carried out by NEXT (the “Subsequent Offering”) and on 28 February 2019
regarding the board of directors’ resolution to increase the share capital in
connection with the Subsequent Offering.
The subscription period for the Subsequent Offering commences at 09:00 hours
(CET) on Monday 4 March 2019 and expires at 16:30 hours (CET) on Monday 11 March
2019 (the “Subscription Period”).
The shareholders of the Company as of 24 January 2019 (and being registered as
such in the Norwegian Central Security Depository (VPS) on 28 January 2019 (the
“Record Date”)), and who were not allocated shares in the private placement
announced by the Company on 24 January 2019 and who are not resident in a
jurisdiction where such offering would be unlawful, or for jurisdictions other
than Norway, would require any filing, registration or similar action (the
“Eligible Shareholders”), will be granted non-transferable subscription rights
(the “Subscription Rights”) that, subject to applicable law, provide
preferential rights to subscribe for, and be allocated, Offer Shares at the
Subscription Price.
Each Eligible Shareholder will, subject to applicable securities laws, be
granted 0.3209 Subscription Rights for every existing share registered as held
by such Eligible Shareholder as of the Record Date, rounded down to the nearest
whole Subscription Right. Each Subscription Right will, subject to applicable
securities laws, give the right to subscribe for, and be allocated, one Offer
Share in the Subsequent Offering. Over-subscription is permitted, however,
subscription without Subscription Rights is not permitted.
Please note that Subscription Rights that are not used to subscribe for Offer
Shares before the end of the Subscription Period will have no value and will
lapse without compensation to the holder.
A prospectus dated 1 March 2019 (the “Prospectus”) prepared in connection with
the Subsequent Offering is, subject to regulatory restrictions in certain
jurisdictions, available at www.carnegie.no and www.dnb.no/emisjoner. Hard
copies of the Prospectus may be obtained free of charge at the offices of NEXT
at Universitetsgaten 10, N-0164 Oslo, Norway, or by contacting one of the
Managers (defined below).
Following the completion of the Subsequent Offering, and assuming full
subscription, the number of shares outstanding in NEXT will increase by
3,500,000 shares to 42,930,575 shares, each with a nominal value of NOK 1.00,
resulting in a total share capital of NOK 42,930,575.
The timetable below provides certain key dates for the Subsequent Offering:
Subscription Period commences: Monday 4 March 2019
Subscription Period ends: Monday 11 March 2019 at 16:30 hours (CET)
Allocation of the Offer Shares and distribution of allocation letters: Expected
on or about 12 March 2019
Payment date: 15 March 2019
Delivery of the Offer Shares and listing and commencement of trading in the
Offer Shares on Oslo Børs: Expected on or about 20 March 2019
For further details on the terms of the Subsequent Offering, please see the
Prospectus.
Carnegie AS and DNB Markets, a part of DNB Bank ASA, are acting as Managers in
the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor
to the Company.
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, Bengaluru and
Shanghai.
Media contact:
Tanja Moehler, [email protected]
Investor contacts for NEXT Biometrics:
Ritu Favre (CEO), [email protected]
Knut Stålen (CFO), [email protected]
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=20190304.OBI.20190304S21
