IDEX Biometrics ASA – Final result of the Subsequent Offering
03 December 2024 - 1:40AM
UK Regulatory
IDEX Biometrics ASA – Final result of the Subsequent Offering
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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