IDEX Biometrics ASA - Contemplated Private Placement - 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.
IDEX Biometrics ASA
(the "Company"), a leading provider of advanced fingerprint
identification and authentications solutions, has retained Arctic
Securities AS as sole manager and bookrunner (the "Manager") to
advise on and effect a private placement (the "Private Placement")
of new shares in the Company (the "Offer Shares") to raise gross
proceeds of NOK 40-50 million.
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 Q1 2024 report 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 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
Financial:
- Revenues in the first quarter of 2024 were 0.4 mill USD
compared to 1.2 mill USD in Q1 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.
- Operating expenses, excluding cost of materials, in the first
quarter of 2024 was 6,1 mill USD compared to 7.7 mill USD in the
first quarter of 2023.
- Cash balance as of 31 March 2024 was 3.0 mill USD
The Private
Placement:
The subscription price
per Offer Share in the Private Placement (the "Offer 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 ends at 08:00
CEST on 16 May 2024. The bookbuilding period 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
Offer Price in a stock exchange announcement expected to be
published before the opening of trading on the Oslo Stock Exchange
tomorrow, 16 May 2024.
The Private Placement
will be directed towards Norwegian and international investors, in
each case subject to applicable exemptions from relevant
prospectus, filing or other registration requirements. The minimum
application 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 relevant prospectus and
registration requirements pursuant to applicable regulations,
including Regulation (EU) 2017/1129 (the EU Prospectus Regulation)
and ancillary regulations, are available.
The Private Placement
will be divided into two tranches. Tranche 1 will consist 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 will consist of up to the number of Offer
Shares that, together with the Tranche 1 Offer Shares, is necessary
in order to raise gross proceeds of NOK 40-50 million ("Tranche 2"
and the "Tranche 2 Offer Shares"). Allocations of Offer Shares to
investors are expected to be split between Tranche 1 and Tranche 2
on a pro rata basis. 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").
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
Allocation of Offer
Shares will be determined by the Board at its sole discretion, in
consultation with the Manager, following the expiry of the
bookbuilding period, however subject to approval by the EGM in
respect of Tranche 2 (and the Warrants). Allocation will be based
on criteria such as (but not limited to) pre-indications, perceived
investor quality, existing ownership in the Company, timeliness of
the application, price leadership, relative order size, sector
knowledge, investment history and investment horizon. The Board
may, at its sole discretion, reject and/or reduce any applications,
and there is no guarantee that any applicant will be allocated
Offer Shares. Notification of allocation and payment instructions
are expected to be issued to the applicants on or about 16 May 2024
through a notification to be issued by the Manager.
Completion of Tranche
1 is subject to (i) approval by the Board and (ii) the Share
Lending Agreement (as defined below) remaining in full force and
effect. Completion of Tranche 2 is subject to (i) completion
of Tranche 1, (ii) approval by the EGM and (iii) the Share Lending
Agreement remaining in full force and effect. Further to this,
completion of both Tranche 1 and Tranche 2 are subject to the
Company resolving to consummate the Private Placement and allocate
the Offer Shares. Completion of Tranche 1 will not be conditional
upon or otherwise affected by the completion of Tranche 2 and/or
the warrant issuance, 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
and/or the warrant issuance, for whatever reason, is/are not
completed. Investors being allocated shares in the Private
Placement undertake to vote in favour of Tranche 2, the warrant
issuance and any resolution related to a subsequent offering (as
further described below) at the EGM.
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. The new shares to be redelivered to the lenders under the
Share Lending Agreement will, to the extent required, be delivered
on a separate and non-tradable ISIN, pending publication by the
Company of a listing prospectus approved by the Norwegian Financial
Supervisory Authority.
Settlement of the
Tranche 1 Offer Shares is expected to take place on a delivery
versus payment basis on or about 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.
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 is
expected to be in a position to raise capital at a better share
price, at a lower cost and with significantly lower risk than in a
rights issue.
The Company may,
subject to completion of the Private Placement, approval from the
EGM and certain other conditions, consider to 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.
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 16:40 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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