IDEX Biometrics ASA: Private placement of USD 15m successfully
placed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA,
JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN
WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 16 November 2022.
Reference is made to the press release from IDEX Biometrics ASA
(“IDEX” or the “Company”) published on 16 November 2022 regarding a
contemplated private placement (the “Private Placement”). IDEX is
pleased to announce that the Private Placement has been
successfully placed and will raise gross proceeds to the Company of
around USD 15 million, equivalent to NOK 150 million, through the
allocation of 150,000,000 new shares (the “Offer Shares”) at a
price of NOK 1.00 per Offer Share. The Private Placement attracted
strong interest from high-quality institutional investors and was
significantly oversubscribed. The Company intends to use the net
proceeds from the Private Placement to build further momentum for
the Company’s commercial ramp-up, for working capital requirements
and for general corporate purposes. The Private Placement is
divided into two tranches. Tranche 1 consists 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 consists of 48,745,135 Offer Shares ("Tranche 2" and the
"Tranche 2 Offer Shares"). 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").
Notification of allocation and settlement instructions for
Tranche 1 and Tranche 2 (conditional allocation for Tranche 2) will
be communicated to investors on 17 November 2022.
Both Tranche 1 and Tranche 2 will 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 between
the Company, the Managers (as defined below) and certain existing
shareholders (the "Share Lending Agreement"). The share loan in
Tranche 1 will be settled with 101,254,865 new shares in the
Company resolved issued by the Board in a board meeting held on 16
November 2022 pursuant to an authorisation by the Company’s
ordinary general meeting held on 12 May 2022. 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. The Tranche 1 Offer Shares will be tradeable from
allocation.
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. 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 have undertaken to vote in favour of Tranche 2 at the
EGM. 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.
Following completion of both Tranche 1 and Tranche 2 of the
Private Placement, the Company will have 1,166,080,417 shares
outstanding. Following completion of Tranche 1 of the Private
Placement, the Company's share capital will be NOK 167,600,292.30
divided into 1,117,335,282 shares, each with a par value of NOK
0.15. 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 has been 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. By structuring the equity raise
as a private placement, the Company has been able to raise equity
efficiently, with a 2 percent discount to the closing price on the
Oslo Stock Exchange the 16 November 2022, and at a lower cost and
with significantly lower risk than in a rights issue. The Board has
on this basis resolved not to conduct a subsequent repair offering
directed towards shareholders who did not participate in the
Private Placement.
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 23:10 CET on
behalf of the Company. IDEX Biometrics ASA in
brief: 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
Advisors: ABG Sundal Collier ASA and Arctic
Securities AS (the "Managers") acted as Joint Bookrunners in
connection with the Private Placement. Advokatfirmaet Ræder AS and
Cooley LLP are acting as legal advisor to the Company.
Advokatfirmaet Thommessen AS is acting as legal advisor to the
Managers. For more information, please contact:
Marianne Bøe, Head of Investor Relations E-mail:
marianne.boe@idexbiometrics.com Tel: +47 91 80 01 86
Important notice:
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.
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