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.
Reference is made to the stock exchange notice from IDEX Biometrics ASA (the “Company”) on 13 November 2024 regarding the commencement of the subscription period (the “Subscription Period”) in the subsequent offering (the “Subsequent Offering”) consisting of up to 140,000,000 new shares (the “Offer Shares”) in the Company at a subscription price of NOK 0.15 per share (“Offer Price”). The Subscription Period commenced on 15 November 2024 and expired on 29 November 2024.
By the end of the Subscription Period, the Company had received valid subscriptions for 26,160,420 Offer Shares in the Subsequent Offering. The Company’s board of directors has today resolved to allocate a total of 26,160,420 Offer Shares at the Offer Price in accordance with the allocation criteria set out in the prospectus dated 13 November 2024, raising gross proceeds of approximately NOK 3.9 million.
Investors that are allocated Offer Shares can access information on the number of Offer Shares allocated through VPS on or about 2 December 2024. The due date for payment of the Offer Shares is on 4 December 2024.
Shareholders who are allocated Offer Shares will without cost be allocated two warrants (Nw. “frittstående tegningsretter”), Warrants A and Warrants B, respectively, for every two Offer Shares allocated to, and paid by, them in the Subsequent Offering (the “Warrants” and the “Warrants Issuance”).
Subject to duly and timely payment of the Offer Shares, the share capital increase pertaining to the Subsequent Offering is expected to be registered in the Norwegian Register of Business Enterprises on or about 6 December 2024. The Offer Shares will be delivered to the VPS accounts of the subscribers shortly thereafter, expected on or about 9 December 2024. A separate announcement will be made when the share capital increase has been registered. The Offer Shares will have equal rights and rank pari passu with the Company’s other shares.
Arctic Securities ASA is acting as manager in connection with the Subsequent Offering (the “Manager”). Ræder Bing advokatfirma AS acted as the Company’s legal advisor. Advokatfirmaet Thommessen AS acted as legal advisor to the Manager.
About this notice:
This notice was issued by Marianne Bøe, Head of Investor Relations, on 2 December 2024 at 15:40 CET on behalf of IDEX Biometrics ASA.
The information is published in accordance with section 5-8 of the Norwegian Securities Trading Act (STA) and released in accordance with section 5-12 of the STA.
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 of the Company. 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.
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 in the United States or to conduct a public offering of securities in the United States.
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 “Prospectus Regulation” means Regulation (EU) 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.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 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 their control. 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 make any guarantee 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 announcement. 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 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 of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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 an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.
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