IDEX Biometrics ASA: Private placement of NOK 35 million successfully placed 15 Nov 2023
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 insiders
The 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 notice
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 Erling Svela, Vice president of finance, on 15 November 2023 at 22:20 CET on behalf of the Company.
About IDEX Biometrics ASA
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
Advisors
Arctic 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 Relations
E-mail: [email protected]
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. 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.
