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, 15 November 2023. Reference is made to
the press release from IDEX Biometrics ASA ("IDEX" or the
"Company") published earlier today, 15 November 2023, regarding a
contemplated private placement of new shares to raise gross
proceeds of up to NOK 35 million (the "Private Placement").
The Private Placement has been successfully placed and will
raise gross proceeds to the Company of NOK 35 million, through the
issue of 78,651,685 new shares (the "Offer Shares") at a price of
NOK 0.4450 per Offer Share (the "Offer Price").
The Company intends to use the net proceeds from the Private
Placement to fund the Company’s commercialization phase, necessary
product development and market development expenses, working
capital requirements, as well as for other general corporate
purposes.
In addition, the Company entered into a non-binding term sheet
with a new institutional investor on 6 November 2023 to issue a
senior convertible bond of up to NOK 100 million (as previously
announced) (the "Convertible Bond").
The Company is also taking further actions to improve
efficiencies as the Company progresses to a commercial phase and
intends to reduce costs to enable a reduction to a quarterly opex
level of approximately USD 4 million. With such cost reductions and
the combined proceeds from the contemplated Private Placement and
Convertible Bond, the Company expects to be fully funded through
2024.
The Private Placement will be completed in one tranche
consisting of 78,651,685 Offer Shares. Due to the final number of
Offer Shares placed, the announced potential second tranche of the
Private Placement is cancelled.
Notification of allocation and settlement instructions will be
communicated to investors on 16 November 2023.
The Offer Shares 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 entered into
between the Company, the Manager (as defined below) and certain
existing shareholders (the "Share Lending Agreement"). The share
loan will be settled with 78,651,685 new shares in the Company
which today have been resolved issued at the Offer Price by the
Company's board of directors (the "Board") pursuant to an
authorisation granted by the Company’s extraordinary general
meeting held on 16 June 2023.
Settlement of the Offer Shares is expected to take place on a
delivery versus payment basis on or about 20 November 2023. The
Offer Shares will be tradeable from allocation.
Following registration of the share capital increase pertaining
to the issue of the Offer Shares in the Norwegian Register of
Business Enterprises, the Company's share capital will be NOK
209,493,156 divided into 1,396,621,040 shares, each with a nominal
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 funding alternatives
currently available to the Company. By structuring the equity
raise as a private placement, the Company has been able to raise
equity efficiently, with no discount to the closing price on the
Oslo Stock Exchange on 15 November 2023, and at a lower cost and
with significantly lower risk than in a rights issue.
The Board has considered whether it is necessary to implement a
subsequent offering in order to further justify the different
treatment inherent in the Private Placement. The Board noted in
this respect (i) that there is no discount to the last trading
price (ii) that the dilution of existing shareholders as a result
of the Private Placement is limited, and (iii) the costs and
resources associated with a subsequent offering (e.g., preparation
of a prospectus). On this basis, the Board has concluded not to
implement a subsequent offering or “repair issue”.
Primary insidersThe following primary insiders
have subscribed for and been allocated Offer Shares in the Private
Placement, ISIN NO0003070609, at the Offer Price, NOK 0.4450 per
share: •Vince Graziani, CEO, has been allocated 625,280 Offer
Shares at the Offer Price •Lawrence John Ciaccia, Chair, has been
allocated 625,280 Offer Shares at the Offer Price
About this noticeThis information in this stock
exchange announcement is considered to be inside information
pursuant to the EU Market Abuse Regulation and is published in
accordance with section 5-12 the Norwegian Securities Trading
Act.
This stock exchange announcement was published by Erling Svela,
Vice president of finance, on 15 November 2023 at 22:20 CET on
behalf of the Company.
About IDEX Biometrics ASAIDEX Biometrics ASA
(OSE: IDEX) is a global technology leader in fingerprint
biometrics, offering authentication solutions across payments,
access control, and digital identity. Our solutions bring
convenience, security, peace of mind and seamless user experiences
to the world. Built on patented and proprietary sensor
technologies, integrated circuit designs, and software, our
biometric solutions target card-based applications for payments and
digital authentication. As an industry-enabler we partner with
leading card manufacturers and technology companies to bring our
solutions to market.
For more information, visit www.idexbiometrics.com
AdvisorsArctic Securities AS (the "Manager")
acted as sole manager and bookrunner in connection with the Private
Placement. Advokatfirmaet Ræder Bing AS acted as legal advisor to
the Company. Advokatfirmaet Thommessen AS acted as legal advisor to
the Manager.
For more information, please contact:Marianne
Bøe, Head of Investor RelationsE-mail:
marianne.boe@idexbiometrics.comTel: +47 91 80 01 86
Important noticeThis 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. Any public offering of securities to be made in
the United States would be made by means of a prospectus to be
obtained from the Company that would contain detailed information
about the Company and management, as well as financial statements;
however,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, including in respect of the manner in
which the Company intends to utilize the proceeds from the Private
Placement. 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 Manager nor any of its 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 Manager nor any of its affiliates accepts any liability
arising from the use of this announcement.
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