NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 16 October 2024: Reference is made to the stock exchange announcement published by NEXT Biometrics Group ASA (OSE: NEXT) ("NEXT" or the "Company") on 15 October 2024, regarding the launch of a private placement of new shares in the Company (the "Offer Shares") to raise gross proceeds of approximately NOK 40 million (the "Private Placement").
The Company is pleased to announce that the Private Placement has been successfully placed, and that its board of directors (the "Board") has allocated 5,500,000 Offer Shares at a subscription price of NOK 7.30 per Offer Share (the "Subscription Price"), raising NOK 40,150,000 in gross proceeds. The Subscription Price equals a 0% discount to the last closing market price for the Company’s shares on the Oslo Stock Exchange (15 October 2024).
The Private Placement attracted strong interest from existing shareholders and certain new investors. It was upsized during the pre-sounding phase of the Private Placement, and it ended up being significantly oversubscribed during the public phase of the Private Placement.
The net proceeds to the Company from the Private Placement will be used as necessary working capital related to its growing pipeline of orders.
Notification of allocation is expected to be sent to the applicants by the Manager before 09:00 CEST on 16 October 2024.
The share capital increase pertaining to the issuance of the Offer Shares was resolved by the Company's Board at a board meeting held on 15 October 2024, based on the authorisation granted by the Company's annual general meeting held on 16 May 2024.
The completion of the Private Placement is subject to (i) the pre-payment agreement referred to below remaining in full force and effect, and (ii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises (the "NRBE") and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the "VPS").
The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment (DvP) basis on or about 18 October 2024, following the share capital increase pertaining to the Offer Shares being registered with the NRBE, expected on or about 17 October 2024. The DvP settlement will be facilitated by a pre-payment agreement between the Company and the Manager. The Offer Shares cannot be traded on the Oslo Stock Exchange before the share capital increase pertaining to the issuance of the Offer Shares has been registered with the NRBE. The Company will announce when such registration has taken place, and the Company expects that the Offer Shares will commence trading on the Oslo Stock Exchange on or about 17 October 2024.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the rules of equal treatment set out in the continuing obligations for companies admitted to trading on the Oslo Stock Exchange and the guidelines on the rules of equal treatment, and is of the opinion that the proposed Private Placement is in compliance with these requirements.
The Board is of the view that it is in the common interest of the Company and its shareholders that the Company raise equity through the Private Placement. The Board has when reaching this conclusion inter alia emphasised that the transaction structure will allow for the Company to raise new equity in a time and cost efficient manner, with limited execution risk. The allocated Offer Shares constitute a small share of the current outstanding share capital with limited dilution to the ownership of non-participating shareholders. The Offer Price has been set on the basis of indications from wall-crossed investors and does not represent any discount compared to the closing price quoted on the Oslo Stock Exchange on 15 October 2024.
The Board has also 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 that there is no discount in the Private Placement compared to market price of the Company's shares, the limited increase of the share capital represented by the Private Placement and the costs and resources associated with a subsequent offering (e.g a prospectus). On this basis, the Board has concluded not to implement a subsequent offering.
Pareto Securities AS acted as sole manager and sole bookrunner (the "Manager") in connection with the Private Placement. Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in connection with the Private Placement.
For further information, please contact:
Ulf Ritsvall, CEO
Email: ulf.ritsvall@nextbiometrics.com
Eirik Underthun, CFO
Email: eirik.underthun@nextbiometrics.com
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 Eirik Underthun, CFO at NEXT Biometrics Group ASA, on 16 October 2024, at 00:40 CEST.
About NEXT Biometrics:
NEXT provides advanced fingerprint sensor technology that delivers uncompromised security and accuracy for the best possible user experience in the payment and fintech, government ID, access control and office and notebook markets. The company’s patented NEXT Active Thermal ® principle allows the development of large, high-quality fingerprint sensors with superior security level. NEXT Biometrics Group ASA is headquartered in Oslo, with sales, support, and development operations in Seattle, Taipei, Tokyo, New Delhi and Shanghai.
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 "U.S. 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 U.S. 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. 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 U.S. 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 (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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. 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.
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 of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
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.