NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 17 February 2021: Reference is made to the stock exchange announcement by NEXT Biometrics Group ASA (OSE ticker: NEXT) (“NEXT” or the “Company”), a global company in fingerprint sensor technology, earlier today regarding a contemplated private placement of up to 14,819,897 new shares in the Company (representing approximately 19.5% of the issued share capital) (the “Private Placement”). The Private Placement took place through an accelerated bookbuilding process after close of market today, on 17 February 2021.
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The Company is pleased to announce that the Private Placement has been successfully completed, raising gross proceeds of approximately NOK 89 million through the allocation of 14,819,897 new shares (the “Offer Shares”) at a subscription price of NOK 6.0 per New Share (the “Subscription Price”), which is a 9.8% discount to the closing price as per 17 February. The Private Placement attracted strong interest from existing shareholders and new institutional investors, both in the Nordics and internationally, and the book was covered multiple times.
The Company intends to use the net proceeds from the Private Placement to strengthen the balance sheet and finance accelerated growth.
The Private Placement and the issuance of the Offer Shares was resolved by the Company’s board of directors at a board meeting held today, on 17 February 2021, based on the authorisation granted by the Company’s annual general meeting held on 12 May 2020. Completion of the Private Placement by delivery of the Offer Shares to investors is subject to (i) payment of the Offer Shares being received under the prepayment agreement entered into by the Company and the Manager (as hereinafter defined) and (ii) registration of the share capital increase in the Company pertaining to the Offer Shares with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) and the subsequent issuance of the Offer Shares in the VPS.
Allocation to investors and payment instructions is expected to be communicated on or about 18 February 2021, through a notification from the Manager. Settlement of the Offer Shares towards investors who have been allocated shares in the Private Placement will be made on a delivery-versus-payment basis on or about 22 February 2021 (T+2 settlement) subject to timely registration of the share capital increase in Norwegian Register of Business Enterprises and the subsequent issuance of the Offer Shares in the VPS. In order to facilitate settlement on a delivery-versus-payment basis, the Company and the Manager has entered into a prepayment agreement pursuant to which the Manager will, on the terms and conditions of the agreement, pre-fund payment of the Offer Shares. The applicants allocated shares in the Private Placement will remain fully liable for the payment of the Offer Shares allocated to them, irrespective of this prepayment arrangement.
Completion of the Private Placement entails a deviation from the existing shareholders’ preferential rights to subscribe for and be allocated new shares and the equal treatment obligations under the Norwegian Public Limited Liability Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. The board of directors has carefully considered these obligations, and is of the opinion that the Private Placement is in compliance with the requirements and guidelines applicable for the Company. In reaching this conclusion, the board of directors has inter alia emphasised that:
-The Company needs to raise additional equity to strengthen the balance sheet and finance accelerated growth in a swift and practical manner. The board of directors does not consider it advisable to carry out a rights issue without it being underwritten. Taking into regard the volatility in the Company’s share price, it is deemed likely that an underwritten rights issue would have been carried out with a larger discount than what is available through the Private Placement.
-The Subscription Price was determined following a pre-sounding with wall-crossed investors and a publicly announced bookbuilding process, and thereby represents market value for the Company’s shares.
-The Company’s shareholder base comprises a large number of smaller shareholders, whereas only two shareholders have an ownership interest above 5%. The Private Placement has therefore primarily been directed towards new institutional investors in an effort to strengthen the Company’s shareholder base.
-The board of directors also concluded not to propose a subsequent offering.
Pareto Securities AS (the “Manager”) is manager and bookrunner in the Private Placement. Advokatfirmaet Thommessen AS is legal counsel to the Company.
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 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, Taipei, Bengaluru and Shanghai.
IMPORTANT NOTICE
This release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.
The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus, if a prospectus is published. Copies of any such prospectus will, following publication, be available at the Company’s registered office and, subject to certain exceptions, on the website of Pareto Securities AS (www.paretosec.com) (the “Manager”).
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Manager is acting for the Company and no one else in connection with the offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
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