Source: GlobeNewswire (MIL-OSI)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN 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, Norway, 21 July 2025
IDEX Biometrics ASA (“IDEX” or the “Company”) has engaged Arctic Securities AS (the “Manager”) to advise on and effect a contemplated private placement in the Company of 9,090,909 new shares in the Company (the “Offer Shares”) raising gross proceeds of NOK 30 million (the “Private Placement”). The subscription price per Offer Share (the “Offer Price”) is NOK 3.30 per Offer Share.
Altea AS, Pinchcliffe AS (closely associated company of the CEO and CFO, Anders Storbråten), Anders Storbråten, Charles Street International Ltd. (Robert Keith) and K-Konsult AS (closely associated company of the chairperson of the board of directors, Morten Opstad) (the “Underwriters”) have, subject to customary conditions, accepted to be allocated Offer Shares that are not applied for during the Application Period (as defined herein) for up to NOK 30,000,000 pursuant to an underwriting agreement entered into with the Company (the “UWA“). An underwriting fee equal to 5% of the underwriting commitment by each Underwriter will be payable by the Company to each of the Underwriters in the form of a total of 454,542 new shares in the Company (the “Underwriting Shares“), subject to the approval and issuance of the Underwriting Shares by the EGM (as defined herein).
The net proceeds from the Private Placement will be used to Company’s commercialization efforts in line with the new business strategy announced in March 2025 as well as for general corporate purposes.
The application period for the Private Placement will commence today, 21 July 2025 at 09:00 CEST and is expected to close no later than 21 July 2025 at 16:30 CEST (the “Application Period”). The Company, in consultation with the Manager, reserves the right to at any time and in its sole discretion resolve to close or extend the Application Period or to cancel the Private Placement in its entirety without further notice. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly.
The final number of Offer Shares will be determined at the end of the Application Period, and the final allocation will be made at the sole discretion of the Board after consulting with the Manager. The allocation will be based on criteria such as (but not limited to) timeliness of the application, 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 22 July 2025 through a notification to be issued by the Manager.
The Private Placement will be divided into two tranches: Tranche 1 (“Tranche 1”) will consist of up to 4,731,594 Offer Shares, which may be issues based on the current outstanding authorization to issue new shares given to the Company’s board of directors (“Board”) by the annual general meeting on 21 May 2025 (the “Authorization”) and Tranche 2 (“Tranche 2”) will consist of the number of Offer Shares that, together with the Tranche 1 shares, is necessary in order to raise gross proceeds of NOK 30 million. The issuance of Offer Shares in Tranche 2 remains subject to approval by an extraordinary general meeting, scheduled to be held on or about 14 August 2025 (the “EGM”). Applicants will receive a pro rata portion of shares from Tranche 1 and Tranche 2 based on their overall allocation in the Private Placement, with the exception of the Underwriters which has agreed that the new shares it is allocated in the Private Placement will all be allocated in Tranche 2.
Tranche 1 will be settled with existing and unencumbered shares in the Company that are already listed on Oslo Børs, pursuant to a share lending agreement entered into between the Company, the Manager and an existing shareholder (the “Share Lending Agreement”). The Share Lending Agreement will be settled with new shares in the Company to be resolved issued by the Board pursuant to the Authorization. Settlement of the Private Placement is expected to take place on a delivery versus payment basis on or about 24 July 2025.
The completion of Tranche 1 is subject to (i) approval by the Board under the Authorization and (ii) the Share Lending Agreement and the UWAs remaining in full force and effect (”Tranche 1 Conditions”). The completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) approval by the EGM and (iii) the Share Lending Agreement and the UWA remaining in full force and effect (”Tranche 2 Conditions”). Both the Tranche 1 Conditions and the Tranche 2 Conditions include the share capital increase pertaining to the issuance of the allocated Offer Shares under such tranche being validly registered with the Norwegian Register of Business Enterprises and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository Euronext Securities Oslo (“VPS”), Completion of Tranche 1 is not conditional upon completion of Tranche 2, and acquisition of shares in Tranche 1 will remain final and binding and cannot be revoked or terminated by the respective applicants if Tranche 2 is not completed. The Board reserves the right to cancel, and/or modify the terms of the Private Placement, at any time and for any reason prior to delivery of the Offer Shares in Tranche 1, without or on short notice. The Applicant acknowledges that Tranche 1 and Tranche 2 of the Private Placement will be cancelled if the relevant conditions for such tranches (or issuance) are not fulfilled, and may be cancelled by the Board in its sole discretion for any other reason whatsoever prior to delivery of the Offer Shares in Tranche 1. Neither the Manager nor the Company will be liable for any losses if the Private Placement is cancelled or modified, irrespective of the reason for such cancellation or modification.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and deems that the proposed Private Placement would be 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. In order to limit the dilutive effect of the Private Placement and to facilitate equal treatment, the Board will consider carrying out a subsequent offering directed towards shareholders who did not participate in the Private Placement (see details below).
The Subsequent Offering
Subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and an extraordinary general meeting, (iii) the prevailing market price of IDEX’s shares being higher than the Offer Price, and (iv) approval of a prospectus by the Norwegian Financial Supervisory Authority, IDEX will consider whether to carry out a subsequent offering (the “Subsequent Offering”) of new shares in the Company. A Subsequent Offering will, if made, be directed towards existing shareholders in the Company as of 21 July 2025, as registered in IDEX’s register of shareholders with Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) (the “VPS”) two trading days thereafter, who (i) are not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or would (other than Norway) require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders are expected to be granted non-tradable allocation rights. If carried out, the subscription period in a Subsequent Offering is expected to commence shortly after publication of the Prospectus (if relevant), and the subscription price in the Subsequent Offering will be the same as the Offer Price in the Private Placement. IDEX will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved.
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.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange release was published by Kjell-Arne Besseberg, Chief Operating Officer, on 21 July 2025 at 07.30 CEST.
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 of the Company. 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 its 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU 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 believes 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 investment levels and need for the Company’s services, 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 their affiliates make 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 their affiliates accept any liability arising from the use of this announcement.
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