IDEX Biometrics ASA - Contemplated Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA,
JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Oslo, 16 November 2022.
IDEX Biometrics ASA (the
"Company"), a leading provider of advanced
fingerprint identification and authentications solutions, has
retained ABG Sundal Collier ASA and Arctic Securities AS as Joint
Bookrunners (the "Managers") to advise on and
effect a private placement (the "Private
Placement") of new shares in the Company (the
"Offer Shares") to raise gross proceeds of up to
the NOK equivalent of USD 15 million.
The net proceeds from the Private Placement will
be used to build further momentum for the Company's commercial
ramp-up, for working capital requirements and for general corporate
purposes.
The subscription price per Offer Share (the
"Offer Price") and the number of Offer Shares to
be issued in the Private Placement will be determined by the board
of directors of the Company (the "Board")
following an accelerated bookbuilding process. The bookbuilding
period commences today at 16:30 CET and ends at 08:00 CET on 17
November 2022. The bookbuilding period may, at the discretion of
the Company and the Managers, close earlier or later and may be
cancelled at any time and, consequently, the Company may refrain
from completing the Private Placement.
The Company will announce the final number of
Offer Shares placed and the final Offer Price in a stock exchange
announcement expected to be published before the opening of trading
on the Oslo Stock Exchange tomorrow, 17 November 2022.
The Private Placement will be directed towards
Norwegian and international investors, in each case subject to
applicable exemptions from relevant prospectus, filing or other
registration requirements. The minimum application and allocation
amount in the Private Placement will be the NOK equivalent of EUR
100,000, provided that the Company may, at its sole discretion,
allocate an amount below EUR 100,000 to the extent applicable
exemptions from relevant prospectus and registration requirements
pursuant to applicable regulations, including Regulation (EU)
2017/1129 (the EU Prospectus Regulation) and ancillary regulations,
are available.
The Private Placement will be divided into two
tranches. Tranche 1 will consist of 101,254,865 Offer Shares
(representing approximately 10% of the outstanding shares in the
Company) ("Tranche 1" and the "Tranche 1
Offer Shares"). Tranche 2 will consist of up to the number
of Offer Shares that, together with the Tranche 1 Offer Shares, is
necessary in order to raise gross proceeds of up to the NOK
equivalent of USD 15 million ("Tranche 2" and the
"Tranche 2 Offer Shares"). Allocations of Offer
Shares to investors are expected to be split between Tranche 1 and
Tranche 2 on a pro rata basis. However, to the extent investors
request to be allocated Tranche 2 Offer Shares, the Company will
seek to accommodate this (with the result that other investors may
receive a larger part of their allocation in Tranche 1). Completion
of Tranche 2 will be subject to approval by an extraordinary
general meeting of the Company expected to be held on or about 9
December 2022 (the "EGM").
Allocation of Offer Shares will be determined by
the Board at its sole discretion, in consultation with the
Managers, following the expiry of the bookbuilding period, however
subject to approval by the EGM in respect of Tranche 2. Allocation
will be based on criteria such as (but not limited to), existing
ownership in the Company, timeliness of the application, price
leadership, relative order size, sector knowledge, investment
history, perceived investor quality and investment horizon. The
Board may, at its sole discretion, reject and/or reduce any
applications, and there is no guarantee that any applicant will be
allocated Offer Shares. Notification of allotment and payment
instructions are expected to be issued to the applicants on or
about 17 November 2022 through a notification to be issued by the
Managers.
Completion
of Tranche 1 is subject to (i) approval by the Board pursuant to an
authorisation by the Company’s ordinary general meeting held on 12
May 2022 (the "Authorisation") and (ii) delivery
to the Managers under the Share Lending Agreement (as defined
below) of the shares to be settled in Tranche 1. Completion of
Tranche 2 is subject to (i) completion of Tranche 1, (ii) delivery
to the Managers under the Share Lending Agreement of the shares to
be settled in Tranche 2 and (iii) the approval by the EGM. Further
to this, completion of both Tranche 1 and Tranche 2 are subject to
the Company resolving to consummate the Private Placement and
allocate the Offer Shares. Completion of Tranche 1 will not be
conditional upon or otherwise affected by the completion of Tranche
2, and the applicants' acquisition of Tranche 1 Offer Shares will
remain final and binding and cannot be revoked, cancelled or
terminated by the respective applicants if Tranche 2, for whatever
reason, is not completed. Investors being allocated shares in the
Private Placement undertake to vote in favour of Tranche 2 at the
EGM.
Both Tranche 1 and Tranche 2 are expected to be
settled with existing and unencumbered shares in the Company that
are already listed on the Oslo Stock Exchange, pursuant to a share
lending agreement expected to be entered into between the Company,
Arctic Securities AS (on behalf of the Managers) and certain
existing shareholders (the "Share Lending
Agreement"). The share loan in Tranche 1 will be settled
with new shares in the Company to be resolved issued by the Board
pursuant to the Authorisation. The share loan in Tranche 2 will be
settled with new shares in the Company expected to be issued
following, and subject to, approval by the EGM. Settlement of the
Tranche 1 Offer Shares is expected to take place on a delivery
versus payment basis on or about 21 November 2022. Settlement of
the Tranche 2 Offer Shares is expected to take place on a delivery
versus payment basis on or about 13 December 2022, subject to
approval by the EGM. The Company reserves the right, at any time
and for any reason, to cancel, and/or modify the terms of, the
Private Placement prior to delivery of the Tranche 1 Offer Shares.
Neither the Company nor the Managers will be liable for any losses
incurred by applicants if the Private Placement is cancelled,
irrespective of the reason for such cancellation.
The Board has considered the Private Placement
in light of the equal treatment obligations under the Norwegian
Public Limited Companies Act, the Norwegian Securities Trading Act,
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, and deems that the
proposed Private Placement is in compliance with these
requirements. The Board holds the view that it will be in the
common interest of the Company and its shareholders to raise equity
through a private placement, in view of the current market
conditions and the growth opportunities currently available to the
Company. A private placement enables the Company to raise capital
in an efficient manner, and the Private Placement is structured to
ensure that a market-based subscription price is achieved. By
structuring the equity raise as a private placement, the Company is
expected to be in a position to raise capital at a better share
price, at a lower cost and with significantly lower risk than in a
rights issue.
This information in this stock exchange
announcement is considered to be inside information pursuant to the
EU Market Abuse Regulation and is subject to the disclosure
requirements pursuant to section 5-12 the Norwegian Securities
Trading Act.
This stock exchange announcement was published
by Marianne Bøe, Head of Investor Relations on 16 November 2022 at
16:30 CET on behalf of the Company.
Contact persons:
Marianne Bøe, Head of Investor Relations E-mail:
marianne.boe@idexbiometrics.com Tel: +47 91 80 01 86
About IDEX Biometrics: IDEX Biometrics (OSE: IDEX and Nasdaq:
IDBA) is a leading provider of fingerprint identification
technologies offering simple, secure, and personal authentication
for all. We help people make payments, prove their identity,
gain access to information or unlock devices with the touch of a
finger. We invent, engineer, and commercialize these secure, yet
incredibly user-friendly solutions. Our total addressable market
represents a fast growing multi-billion-unit opportunity. For more
information, visit www.idexbiometrics.com
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. The distribution of this announcement
and other information may be restricted by law in certain
jurisdictions. 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. Persons into whose possession this announcement or
such other information should come are required to inform
themselves about and to observe any such restrictions.
This announcement is not an offer of securities
for sale in the United States. 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 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 or their
securities 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 to
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act or, with respect to institutions or to any existing
director or executive officer of the Company only, “accredited
investors” as defined in Regulation D 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
"Prospectus Regulation" means Regulation 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 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 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 "believe", "expect", "anticipate", "strategy",
"intends", "estimate", "will", "may", "continue", "should" 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 its control.
Actual events may differ significantly from any
anticipated development due to a number of factors, including
without limitation, changes in public sector investment levels,
changes in the general economic, political and market conditions in
the markets in which the Company operate, the Company’s ability to
attract, retain and motivate qualified personnel, changes in the
Company’s ability to engage in commercially acceptable acquisitions
and strategic investments, and changes in laws and regulation and
the potential impact of legal proceedings and actions. 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 provide any guarantees 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 document. 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 made by, and is the
responsibility of, the Company. Neither the Managers nor any of
their affiliates makes any representation as to the accuracy or
completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters
referred to herein.
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 in the Company.
Neither the Managers nor any of their affiliates accepts any
liability arising from the use of this announcement.
Idex Biometrics Asa (LSE:0MTP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Idex Biometrics Asa (LSE:0MTP)
Historical Stock Chart
From Apr 2023 to Apr 2024