IDEX Biometrics ASA - Private Placement successfully placed – 15
May 2024
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 May 2024.
Reference is made to the press release from IDEX Biometrics ASA
("IDEX" or the "Company") published earlier today, 15 May 2024,
regarding a contemplated private placement of new shares in the
Company (the "Offer Shares") to raise gross proceeds of NOK 40-50
million (the "Private Placement").
The Private Placement has been successfully placed. The
transaction attracted strong interest and was significantly
oversubscribed. On this basis, the Private Placement was upsized to
NOK 55 million, through the issue of 33,333,333 new shares (the
"Offer Shares") at a price of NOK 1.65 per Offer Share (the "Offer
Price").
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.
The Company is also taking further actions to improve efficiencies
as the Company progresses to a commercial phase. This further
allows for streamlining the organisation, and in line with previous
communication the Company expects to be below USD 4.0m in quarterly
opex on a run-rate basis from the end of June 2024. Further adding
to this, the Company expects to be below USD 3.0m in quarterly cash
opex on a run-rate basis by the end of September 2024, with a
target to reach approximately USD 2.5m in quarterly cash opex. A
lower cost base combined with improved commercial momentum implies
the Company is making important steps to reach profitability.
The Company is publishing its interim report for the first quarter
of 2024 on 16 May 2024. The highlights from the report are
summarized below:
First quarter achievements:
- Bank launch
announcements with IDEX Pay in Asia and Europe
- DenizBank,
Turkey
- Mutual Trust Bank,
Bangladesh
- Issuer with solution
for visually impaired, UK
- Opening new market
in South Asia with a challenger bank
- Mobile enrolment SDK
solution in market
- Market expansion of
IDEX Access with AuthenTrend and Sentry
- Large South Asian
card manufacturing partner for IDEX Pay and IDEX Access
- Biometric metal
cards with CompoSecure
Financials:
- Revenues in the
first quarter of 2024 were USD 0.4m compared to USD 1.2m in the
first quarter of 2023. Revenues in the first quarter of 2024
continue to reflect the transition from component to solution
sales.
- Gross margin was 36%
in the first quarter of 2024.
- Operating expenses,
excluding cost of materials, in the first quarter of 2024 was USD
6.1m compared to USD 7.7m in the first quarter of 2023.
- Cash balance as of
31 March 2024 was USD 3.0m
The Private Placement:
The Private Placement is divided into two tranches. Tranche 1
consists of 28,012,655 Offer Shares (representing approximately 10%
of the outstanding shares in the Company) ("Tranche 1" and the
"Tranche 1 Offer Shares"). Tranche 2 consists of 5,320,678 Offer
Shares ("Tranche 2" and the "Tranche 2 Offer Shares"). Completion
of Tranche 2 will be subject to approval by an extraordinary
general meeting of the Company expected to be held on or about 12
June 2024 (the "EGM").
Notification of allocation and settlement instructions for
Tranche 1 and Tranche 2 (conditional allocation for Tranche 2) will
be communicated to investors on 16 May 2024.
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 21 December 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.
Settlement of the Tranche 1 Offer Shares will be on a delivery
versus payment basis on 22 May 2024. Settlement of the Tranche 2
Offer Shares is expected to take place on a delivery versus payment
basis on or about 14 June 2024, 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 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.
Completion of Tranche 2 is subject to (i) completion of Tranche
1 and (ii) the approval by the EGM. 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 have undertaken to vote in favour
of Tranche 2 at the EGM.
Following completion of Tranche 1 of the Private Placement, the
Company's share capital will be NOK 46,220,881.5, divided into
308,139,210 shares, each with a nominal value of NOK 0.15.
Following completion of both Tranche 1 and Tranche 2 of the Private
Placement, the Company will have 313,459,888 shares
outstanding.
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. 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 four exercise periods: (i) within
the first 14 days after the Company's announcement of its first
half 2024 financial report (expected on 15 August 2024), (ii)
within the first 14 days after the Company's announcement of its Q3
2024 financial report (expected on 14 November 2024), (iii) within
the first 14 days following the Company's announcement of its Q4
2024 financial report (expected on 27 February 2025), and (iv)
within the first 14 days following the Company's announcement of
its Q1 2025 financial report (expected mid-May 2025). Following
expiry of the last exercise period, all Warrants not exercised will
lapse without compensation to the holder. The Warrants will be
registered in the VPS but will not be transferable or tradable.
Issuance of Warrants is subject to approval by the EGM. In
addition, issuance of Warrants for Tranche 1 Offer Shares and
Tranche 2 Offer Shares, respectively, is subject to satisfaction of
the other conditions for completion of the respective tranches.
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
has been able to raise equity efficiently, with a 5.6 percent
discount to the closing price on the Oslo Stock Exchange on 15 May
2024, and at a lower cost than in a rights issue.
The Company will carry out a subsequent repair offering of new
shares at the Offer Price directed towards existing shareholders in
the Company as of 15 May 2024 (as registered in the VPS on 21 May
2024), 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. The
subsequent repair offering remain subject to among other
things (i) completion of the Private Placement, (ii) relevant
corporate resolutions, including approval by the Board and the EGM,
(iii) the prevailing market price of the Company's shares being
higher than the Offer Price, and (iv) approval of a Prospectus by
the Norwegian Financial Supervisory Authority. The maximum amount
of the Subsequent Offering would be NOK 13,200,000.
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 May 2024 at 23:30 CEST 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.
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