IDEX Biometrics ASA – Contemplated Private Placement
Oslo, Norway, 11 May 2020: IDEX Biometrics ASA (“IDEX” or the “Company”), a leading provider of advanced fingerprint identification and authentications solutions, has retained ABG Sundal Collier ASA as sole manager and bookrunner (the “Manager”) to advise on and effect a contemplated private placement directed towards Norwegian and international investors, subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements (the “Private Placement”). The Company is contemplating to issue up to approximately 65.3 – 100 million new shares in the Company (the “Offer Shares”), representing 9.1 – 13.9% of the total number of outstanding shares in the Company.
The net proceeds from the Private Placement will be used to fund growth opportunities and for general corporate purposes.
The subscription 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 CEST and is expected to close at 08:00 CEST on 12 May 2020. The bookbuilding 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 subscription price in the Private Placement in a stock exchange announcement expected to be published later today or before the opening of trading on the Oslo Stock Exchange tomorrow, 12 May 2020.
The Private Placement is divided into two tranches. Tranche 1, consisting of approximately 65.3 million Offer Shares (representing 9.1% of the share capital of the Company), will be issued as soon as practicable under the Board’s current authorization to issue shares as granted by the Company’s extraordinary general meeting held on 12 December 2019. The second tranche (“Tranche 2”), consisting of such number of Offer Shares exceeding the number of Offer Shares in Tranche 1, will be issued subject to approval by an extraordinary general meeting in the Company to be called for as soon as possible after the completetion of the Private Placement (the “EGM”). For the avoidance of doubt, Tranche 1 is not conditional upon completion of Tranche 2. If Tranche 2 is not completed (e.g. due to non-approval by the EGM), investors will not be delivered shares in Tranche 2 and the Company will not receive proceeds from the Tranche 2. Applicants are expected to be primarily allocated Offer Shares in Tranche 1 of the Private Placement with the exception of certain existing shareholders, that have agreed to be allocated Tranche 2 shares in the Private Placement.
The minimum subscription 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 the prospectus requirement 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. Notification of allotment and payment instructions is expected to be issued to the applicants on or about 12 May 2020 through a notification to be issued by the Manager. The allocation will be determined at the end of the bookbuilding period and final allocation will be made at the Board of Directors’ sole discretion.
The Offer Shares in Tranche 1 is 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 Managerand the Company, in order to facilitate delivery of already listed shares in the Company to applicants (the “Share Lending Agreement”). The Offer Shares in Tranche 1 delivered to the applicants is thus expected to be tradable from allocation. The Manager will settle the share loan with new shares in the Company to be issued pursuant to a board authorisation granted by the Company’s extraordinary general meeting held on 12 December 2019.
The Offer Shares in Tranche 2 will be settled following approval by the EGM to issue the Offer Shares in Tranche 2. The Offer Shares in Tranche 2 will at that time be settled with existing and unencumbered shares in the Company, pursuant to the Share Lending Agreement. The Offer Shares in Tranche 2 delivered to the applicants will thus be tradable from the time the EGM has approved to issue the Offer Shares in Tranche 2, expected on or about 2 June 2020. The Manager will settle the share loan towards the lending shareholders with the new shares in the Company issued pursuant to the approval given by the EGM.
The Board of Directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board is of 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.
Update on Q1 2020 and subsequent events
The Company’s Q1 2020 financial statements are scheduled to be approved by the Board of Directors of the Company on 13 May 2020, and released to the market on 14 May 2020. Due to the proximity of the contemplated Private Placement and the scheduled release of the first quarter financial statements, the Company provides the below key financial figures to be included in the financial statements.
The Company provides this information based on the current status of completing its Q1 2020 financial statements. The Company has not completed all its financial reporting and related consolidation, review and control procedures. The estimates provided in this release are therefore subject to change and the first quarter financial statements finally approved and released by the Company may deviate from the information herein.
In Q1 2020, the Company had operating expenses excluding share based compensation of USD 5.4 million compared to USD 8.7 million in Q4 2019. Share based compensation amounted to USD 0.5m in both Q4 2019 and Q1 2020. At 31 March 2020, the Company had a cash balance of USD 7 million and no financial debt. On 5 May 2020, the Company informed the market about the order status and commercial ramp up of production orders.
For further information contact:
Derek P. D’Antilio, CPA;
Chief Financial Officer
Tel: +1 978 273 1344
Tel: +47 4062 1040
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
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.
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 solely to “qualified institutional buyers” as defined in Rule 144A 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.
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.