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. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED
HEREIN.
Oslo, 15 November 2023.
IDEX Biometrics ASA (the "Company"), a leading provider of
advanced fingerprint identification and authentications solutions,
has retained Arctic Securities AS as sole manager and bookrunner
(the "Manager") 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 NOK 35 million.
The net proceeds from the Private Placement will be used to fund
the Company’s commercialization phase, necessary product
development and market development expenses, working capital
requirements, as well as 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.
Below is a summary of the main terms of the contemplated
Convertible Bond:
- IDEX Biometrics has entered into a non-binding term sheet with
a new institutional investor to issue a senior convertible bond for
up to 100 million NOK;
- The conversion price for the bond is equal to 125% of the
Reference Price (VWAP price of the shares for 5 trading days on the
Oslo Stock Exchange prior to the date of signing) and the investors
right to consent;
- Interest rate is 6% p.a.;
- The convertible bond will be issued at a price of 92% of the
principal amount, and will be amortized over 3.5 years through
equal instalments, including interest, every 2 months over the
period.
- The instalments may, in principle, be accelerated by 2 extra
instalments each time and they may be deferred each time to a later
date, however at the price on the original instalment date;
- The Company, at its discretion, always has the option to make
instalment payments in the form of cash or shares in the
Company;
- If the Company elects to make repayment of an instalment in
shares, the shares shall be priced at 90% of the VWAP price for the
shares for a period of 5 trading days on the Oslo Stock Exchange
prior to the instalment date, or the VWAP the last trading day. In
no event shall the share price exceed the conversion price.
- The investor cannot trade more than 15% of the daily trading
volume in the event the issue price of the shares is lower than the
VWAP closing price on the trading day the day before, otherwise the
trading limit is up to 20% of the daily trading volume;
- Mechanisms adjusting the conversion price upon the occurrence
of certain events (e.g. anti-dilution provisions, including a reset
of the conversion price if there is a lower equity raise share
price with the new conversion price equal to 100% of a lower
placing price of such equity issue);
- To approve the convertible bond, IDEX Biometrics will call for
an extraordinary meeting on or about 8 December 2023 at 10:00 hours
CET, held as an online meeting (the "EGM").
The Private Placement:
The subscription price per Offer Share in the Private Placement
(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 16 November 2023. The bookbuilding period may,
at the discretion of the Company and the Manager, 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, 16 November 2023.
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 may be divided into two tranches. Tranche
1 will consist of up to 131,603,374 Offer Shares ("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 NOK
35 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. Completion of
Tranche 2 will be subject to approval by the EGM. In the event the
number of Offer Shares allocated is less than the number of Offer
Shares available in Tranche 1, Tranche 2 will be cancelled.
Allocation of Offer Shares will be determined by the Board at
its sole discretion, in consultation with the Manager, 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) pre-commitments, 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 allocation and payment
instructions are expected to be issued to the applicants on or
about 16 November 2023 through a notification to be issued by the
Manager.
Completion of Tranche 1 is subject to approval by the Board.
Completion of Tranche 2 is subject to (i) completion of
Tranche 1, (ii) approval by the EGM and (iii) the Share Lending
Agreement (as defined below) remaining in full force and effect.
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 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 expected
to be entered into between the Company, the Manager 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 an authorisation by the
Company’s extraordinary general meeting held on 16 June 2023. 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. The new shares to be redelivered to the lenders under
the Share Lending Agreement will, to the extent required, be
delivered on a separate and non-tradable ISIN, pending publication
by the Company of a listing prospectus approved by the Norwegian
Financial Supervisory Authority.
Settlement of the Tranche 1 Offer Shares is expected to take
place on a delivery versus payment basis on or about 20 November
2023. Settlement of the Tranche 2 Offer Shares is expected to take
place on a delivery versus payment basis on or about 12 December
2023, 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. Furthermore, Tranche 2 will be cancelled if the
number of Offer Shares allocated is less than the number of Offer
Shares available in Tranche 1 and if the conditions for completion
of Tranche 2 are not satisfied. Neither the Company nor the Manager
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 funding alternatives
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. The Company is of the view that the discount in
a rights issue would have to be quite significant, and that a
rights issue would need to be guaranteed by a consortium of
underwriters, which would entail an added cost for the Company. 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.
The Company may, subject to completion of the Private Placement,
approval from the EGM and certain other conditions, consider to
carry out a subsequent repair offering of new shares at the Offer
Price directed towards existing shareholders in the Company as of
15 November 2023 (as registered in the VPS on 17 November 2023),
who were not allocated Offer Shares in the Private Placement and
who are not resident in a jurisdiction where such offering would be
unlawful or, for jurisdictions other than Norway, would require any
prospectus, filing, registration or similar action.
This 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 Marianne Bøe,
Head of Investor Relations on 15 November 2023 at 16:30 CET on
behalf of the Company.
Contact person:
Marianne Bøe, Head of Investor Relations E-mail:
marianne.boe@idexbiometrics.com Tel: +47 91 80 01 86
About IDEX Biometrics:
IDEX 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
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. 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 Company’s
intention to conduct and consummate the Private Placement and the
manner in which the Company intends to utilize the proceeds
therefrom. 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.
About this notice:
This notice was published by Erling Svela, Vice president of
finance, on 15 November 2023 at 16:30 CET on behalf of IDEX
Biometrics ASA.
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