The Company announces today that it has raised approximately NOK 165 million in gross proceeds through a private placement consisting of 1,240,000 new shares (the “New Shares”) at a price of NOK 133 per share (the “Private Placement”). The Private Placement took place through an accelerated bookbuilding process after close of markets yesterday. The Private Placement, which was multiple times oversubscribed, attracted strong interest from both existing shareholders as well as new high quality institutional investors.
The net proceeds from the Private Placement will be used to invest in increased flexible sensor production capacity, further smart card related R&D and general corporate purposes.
The New Shares will be delivered to the applicant’s VPS account on a delivery versus payment basis on the settlement date, which is expected to be on or about 9 May 2016. The New Shares are tradable upon notification of the registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, which is expected on or about 6 May 2016.
The New Shares will be issued based on a Board authorisation granted by the Company’s extraordinary general meeting on 2 November 2015. Following registration of the new share capital pertaining to the Private Placement, the Company will have an issued share capital of NOK 14,751,855, divided into 14,751,855 shares, each with a par value of NOK 1.00.
The share issuance was carried out as a private placement in order to complete a transaction and without the significant discount typically seen in rights issues, and also for the Company to be able to complete a transaction in today’s market conditions. The Private Placement constitutes less than 10 per cent of the issued and outstanding shares in the Company and is resolved on the basis of an authorisation to the Board of Directors granted by the Company’s general meeting and which explicitly allows the Board of Directors to deviate from the shareholders’ pre-emptive rights. The number of institutional investors in the Company will be increased through the Private Placement and the Company will thus achieve a strengthened shareholder base. As a consequence of the private placement structure, the shareholders’ preferential rights were deviated from.
The Board of Directors will propose to the annual general meeting (“AGM”) that the AGM resolves a subsequent offering of up to 200,000 new shares directed towards shareholders in the Company as of close of trading yesterday, 3 May 2016 (and as registered in the VPS on 9 May 2016) who were not allocated shares in the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the “Subsequent Offering”). The subscription price in the Subsequent Offering will be NOK 133, i.e. equal to the subscription price in the Private Placement. Subject to approval of the Subsequent Offering by the AGM, the Company expects that the subscription period for the Subsequent Offering will commence shortly after the AGM and approval of a prospectus by the Norwegian Financial Supervisory Authority.
Carnegie and DNB Markets (the “Managers”) acted as joint bookrunners in the Private Placement. Thommessen is legal advisor to the Company.
Media and Investor contacts for NEXT Biometrics:
Tore Etholm-Idsøe, CEO, Tore.Idsoe@NEXTbiometrics.com and Knut Stalen, CFO, Knut.Stalen@NEXTbiometrics.com.