IDEX Biometrics ASA - Contemplated Private Placement 9 November
2021
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, 9 November 2021.
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 the NOK equivalent of USD 25 million.
The net proceeds from the Private Placement will
be used to cover the forecasted cash requirements until the point
of cashflow break even as well as for general corporate
purposes.
The following primary insiders and senior
management have pre-committed to subscribe for Offer Shares in the
Private Placement:
- Vincent Arthur Graziani (CEO) has pre-committed to subscribe
for Offer Shares for a total value equal to the NOK equivalent of
USD 50,000.
- Jamie Simms (CFO) has pre-committed to subscribe for Offer
Shares for a total value equal to the NOK equivalent of USD
500,000.
- Annika Olsson (Board member) has pre-committed to subscribe for
a total value equal of NOK 150,000.
- Skorpion AS, a company closely related to Marianne Bøe
(Investor Relations) has pre-committed to subscribe for Offer
Shares for a total value of NOK 1,000,000.
- Erling Svela (VP Finance) has pre-committed to subscribe for
Offer Shares for a total value equal of NOK 150,000.
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 10
November 2021. 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 later today or before the
opening of trading on the Oslo Stock Exchange tomorrow, 10 November
2021.
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 the Norwegian
Securities Trading Act and ancillary regulations, are
available.
The allocation of Offer Shares will be made at
the sole discretion of the Board after input from the Manager.
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. There is no guarantee that any applicant will be
allocated Offer Shares. The allocation will be determined at the
end of the bookbuilding period and final allocation will be made at
the Board's sole discretion. Notification of allotment and payment
instructions are expected to be issued to the applicants on or
about 10 November 2021 through a notification to be issued by the
Manager.
Settlement is expected to take place on or about
12 November 2021 on a delivery versus payment basis. The Offer
Shares 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 certain existing shareholders, the Manager and
the Company, in order to facilitate delivery of already listed
shares in the Company to applicants (the "Share Lending
Agreement"). The Offer Shares will thus be
tradable from allocation. The share loan will be settled with new
shares in the Company to be resolved issued by the Board pursuant
to an authorization granted by the Company's annual general meeting
held on 12 May 2021.
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 completion. 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 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 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 Erling Svela, VP Finance on 9 November 2021 at 16:30 CET on
behalf of the Company.
Contact persons:
Derek D’Antilio, Chief Financial Officer E-mail:
derek.dantilio@idexbiometrics.com Tel: +1 978 273
1344
Marianne Bøe, IR Contact E-mail: marianne.boe@idexbiometrics.com
Tel: +47 91 80 01 86
About IDEX Biometrics: IDEX Biometrics ASA (OSE:
IDEX and OTCQB: IDXAF) 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, unlock devices or gain
admittance to buildings 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 (http://www.idexbiometrics.com) and
follow @IDEXBiometrics
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 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.
This information is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act
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