IDEX Biometrics ASA - Contemplated Private Placement and Amended Terms of Convertible Bond Agreement
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, 16 September 2024.
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 NOK 55-65 million.
The net proceeds from the Private Placement will be used to fund the Company's continued commercialization efforts, necessary product development and market development expenses, working capital needs, as well as capital expenditures and other general corporate purposes
The subscription price per Offer Share (the "Offer Price") will be NOK 0.15.
The Company has received pre-indications of interest from Mr Robert Keith to subscribe for USD 1 mill.
The bookbuilding period commences today, 16 September 2024, at 17:15 CEST and ends at 08:00 CEST on 17 September 2024. 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 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 101,624,966 Offer Shares (representing approximately 30% of the outstanding shares in the Company) ("Tranche 1" and the "Tranche 1 Offer Shares"). Tranche 2 will consist of up to 331,708,367 Offer Shares ("Tranche 2" and the "Tranche 2 Offer Shares"). Tranche 1 will, in addition to the further conditions described below, be subject to the board of directors (the "Board") being granted a board authorization which can be used to issue the Tranche 1 Offer Shares (the "Board Authorization") by the extraordinary general meeting of the Company to be held on 23 September 2024 ("EGM I"). Tranche 2 will, in addition to the further conditions described below, be subject to approval by an extraordinary general meeting of the Company expected to be held on or about 9 October 2024 ("EGM II"). Allocations of Offer Shares to investors are expected to be split between Tranche 1 and Tranche 2 on a pro rata basis.
The subscribers in the Private Placement will without cost be allocated one warrant (Nw. "frittstående tegningsrett") issued by the Company for every Offer Share allocated to, and paid by, them in the Private Placement (the "Warrants" and the "Warrants Issuance"). Each Warrant will give the holder a right to subscribe for one new share in the Company at a subscription price equal to the Offer Price in the Private Placement. The Warrants may be exercised during two exercise periods: (i) within the first 14 days following the Company's announcement of its Q4 2024 financial report (expected on 27 February 2025) and (ii) from 31 March 2025 to 11 April 2025. Following expiry of the last exercise period, all Warrants not exercised will lapse without compensation to the holder. The Company shall use reasonable efforts to seek to ensure that the Warrants are admitted to trading on the Oslo Stock Exchange as soon as possible following their issuance, but there can be no assurance that such admittance to trading will be obtained. The Warrants will be registered in the VPS.
Completion of Tranche 1 through delivery of the Tranche 1 Offer Shares will be subject to (i) approval by the Board, (ii) approval of the Board Authorization by EGM I and (iii) registration of the share capital increase pertaining to the Tranche 1 Offer Shares with the Norwegian Register of Business Enterprises (the "NRBE")(jointly the "Tranche 1 Conditions"). Completion of Tranche 2 through delivery of the Tranche 2 Offer Shares will be subject to (i) completion of Tranche 1, (ii) approval by EGM II and (iii) registration of the share capital increase pertaining to the Tranche 2 Offer Shares with the NRBE (jointly the "Tranche 2 Conditions" and, together with the Tranche 1 Conditions, the "Conditions"). Completion of Tranche 1 will not be conditional upon or otherwise affected by the completion of Tranche 2 and/or the Warrants Issuance, 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 and/or the Warrants Issuance, for whatever reason, is/are not completed. Delivery of the Warrants will be subject to approval by EGM II and satisfaction of the Conditions for the relevant tranches.
The Company has a senior convertible bond (the “Convertible Bond”) issued by an affiliate of Heights Capital Management (“Heights”) with an outstanding principal amount of NOK 66,640,000. On or about the date hereof, the Company and Heights will enter into a Commitment Letter with an accompanying term sheet for an amendment agreement whereby the terms of the Convertible Bond are amended such that (i) the amortized payment amounts due in October and December 2024 are deferred, and such deferred amortized payment amounts are being equally distributed among the four remaining amortized payment amounts thereby increasing the amortized payment amounts on remaining due dates to NOK 166,600 per bond, (ii) the remaining amortized payments are deferred until June 2026, (iii) the maturity date is extended until December 2027, (iv) the conversion price is reset to be the greater of: (a) 350% of the Offer Price, and (b) NOK 0.85, and (iv) the interest rate is reduced to zero for the life of the Convertible Bond. In addition, Heights has suspended the advancement and conversion rights until February 2026, unless the VWAP of the Company's shares during any one trading day period after 28 June 2025 exceeds NOK 1.25, in which case conversion rights, but not the advancement rights, will apply.
Conditional 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. Information about conditional allocation will be sent from the Manager to the subscribers who have received conditional allocation, on or around 17 September 2024, subject to any shortening or extension of the bookbuilding period.
Investors being allocated shares in the Private Placement undertake to vote for all their shares in the Company as of the record date for the relevant EGM in favour of, or give a voting proxy to be used in favour of, (i) the approval of the Board Authorization at EGM I and (ii) the resolutions to issue the Tranche 2 Offer Shares and the Warrants and to carry out the Subsequent Offering (if applicable) at EGM II.
Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery versus payment (DvP) basis on or about 26 September 2024. Settlement of the Tranche 2 Offer Shares is expected to take place on a DvP basis on or about 14 October 2024. The DvP settlement will be facilitated through a prefunding agreement expected to be entered into between the Company and the Manager. Delivery of the Warrants is expected to take place on or about 14 October 2024.
The Offer Shares are expected to become tradable on the Oslo Stock Exchange by the end of October 2024, following (i) satisfaction of the relevant Conditions and (ii) publication by the Company of a prospectus approved by the Norwegian Financial Supervisory Authority (the "Prospectus"). The Offer Shares will, following registration of the share capital increase pertaining to the Offer Shares with the NRBE, be delivered on a separate and non-tradable ISIN, pending publication of the Prospectus, and will only be tradable on the Oslo Stock Exchange after the Prospectus has been published. Admission to trading of the Warrants on the Oslo Stock Exchange is subject to approval and publication of the Prospectus.
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 notification of allocation. 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 as well as the Company's urgent funding requirements. 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 successful completion of the Private Placement and to being granted the necessary authorisation by EGM II, consider whether to carry out a subsequent offering of new shares in the Company directed towards shareholders in the Company as of 16 September 2024 (as registered in the VPS on 18 September 2024) who (i) were not allocated Offer Shares in the Private Placement and (ii) 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 (the “Subsequent Offering”). Such shareholders would be granted non-transferable preferential rights to subscribe for, and, upon subscription, be allocated new shares. The offer price in such Subsequent Offering would be the same as the Offer Price and shareholders participating in a Subsequent Offering will be offered the same warrant structure terms as investors 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 published in accordance with section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was issued by Erling Svela, VP of finance, on 16 September 2024 at 17:15 CEST on behalf of the Company.
Contact person:
Marianne Bøe, Head of Investor Relations
E-mail: [email protected]
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.
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.
