NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, 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, 28 May 2020: NEXT Biometrics Group ASA (OSE: NEXT) (“NEXT” or the “Company”), a global company in fingerprint sensor technology, contemplates a private placement of 25 million new shares in the Company (the “New Shares”) at a subscription price of NOK 2.00 per share, raising gross proceeds of NOK 50 million (the “Private Placement”). The Private Placement is fully underwritten by a group of existing shareholders (including certain board members) and new investors.
THE CONTEMPLATED PRIVATE PLACEMENT
The Company has retained Pareto Securities AS (the “Manager”) to advise on and effectuate the Private Placement after the close of trading on the Oslo Stock Exchange today.
The Company intends to use the net proceeds from the Private Placement to fund the Company’s operations and ensure sufficient liquidity, including for financing of inventory and accounts receivables, as well as to support the transition from the product development phase to the commercialisation phase and for general corporate purposes.
The application period for the Private Placement will commence today, on 28 May 2020, at 16:30 hours (CEST) and close on 29 May 2020 at 08:00 hours (CEST). The Company may, however, at any time resolve to close or extend the application period at its sole discretion and for any reason. If the application period is shortened or extended, any dates referred to herein may be amended accordingly.
The Private Placement is directed towards a limited number of selected investors subject to applicable exemptions from relevant prospectus requirements: (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (ii) in the US to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the US Securities Act.
The subscription price in the Private Placement is NOK 2.00 per share, resulting in gross proceeds of NOK 50 million. 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 the prospectus requirements pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
A group of existing shareholders (including certain board members) and new investors have agreed to fully underwrite the Private Placement. The Company shall pay an underwriting commission equal to 10% of the underwriting commitment (the “Underwriting Commission”), provided that underwriters who are existing shareholders will not be entitled to any Underwriting Commission for an underwriting amount up to the shareholder’s pro rata portion of the Private Placement (based on its shareholding). The entire Underwriting Commission shall be settled by the issuance of new shares to the Underwriters at a subscription price equal to the subscription price in the Private Placement.
Allocation of the New Shares will be determined after the end of the application period, and the final allocation will be resolved by the Company’s board of directors (the “Board of Directors”) at its sole discretion, following advice from the Manager, and subject to approval by the general meeting of the Company. Notification of allotment and payment instructions will be sent to the applicants by the Manager on or about 29 May 2020, subject to any shortenings or extensions of the application period.
Completion of the Private Placement is conditional upon (i) approval of the Private Placement by the Company’s board of directors, (ii) approval of the Private Placement (including the Underwriting Commission) and Subsequent Offering by the EGM, (iii) payment being received for the Offer Shares, and (iv) registration in the Norwegian Register of Business Enterprises of the share capital increase in the Company pertaining to the issuance of the Offer Shares. The Company will need to prepare a prospectus approved by the Financial Supervisory Authority of Norway and publish said prospectus prior to issuance of the New Shares in order for the New Shares to be listed and tradeable on the Oslo Stock Exchange from delivery to the investors in the Private Placement.
In connection with the Private Placement, the Company has entered into lock-up undertakings for a period of 10 months from the completion of the Private Placement, subject to customary exceptions. The Company’s largest shareholder, Greenbridge Investment L.P., has in connection with the Private Placement entered into a lock-up undertaking for a period of six months from 6 May 2020, subject to customary exception.
The Board of Directors has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014, and is of the opinion that the proposed Private Placement is in compliance with these requirements. Following careful considerations, the Board of Directors is of the view that it will be in the common interest of the Company and its shareholders to raise equity capital through a private placement setting aside the preferential rights of the shareholders. By structuring the transaction as a private placement, the Company will be in a position to raise equity capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue.
Subject to the successful completion of the Private Placement, the Board of Directors will call for an extraordinary general meeting of shareholders of the Company to propose that the general meeting inter alia approves a subsequent of new shares in the Company, which will be directed toward shareholders in the Company as of 28 May 2020 (as registered in the VPS on 2 June 2020), who (i) were not allocated New Shares in the Private Placement, (ii) were not included in the pre-sounding phase in the Private Placement and (iii) 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 (the “Subsequent Offering”).
Historically, the Company has primarily focused on technology and product development. The Company started a turnaround during Q4 2019, when it initiated an implementation of a comprehensive cost reduction program. The new senior management team and board of directors of the Company have identified multiple areas with improvement potential, and have started implementation of measures aimed at establishing a more commercially-focused technology company targeting annual revenues at a run rate of NOK 150 million by late 2021.
The Company plans to increase its revenues from established business/projects and recurring revenues from major notebook providers, the India Aadhaar program products and new FAP20 products related to point of sales sensor technology products, Government ID and Access control. In general, the Company has improved its sales funnel so far in 2020, relative to the same period in 2019. The Company is in discussions with a global digital and identity solutions provider regarding a potential partnership for FAP20. The Company is also targeting increased revenues from bespoke solutions including notebook high security and global driver ID solutions (telematics).
Gross margin improvements are expected by the Group’s value based product pricing strategy, phase out of low and negative margin products and focus on high margin products/opportunities. The Company is targeting a gross margin in the range between 35-40% by late 2021.
The Company is aiming to reduce its annual OPEX run rate to NOK 60 million by year-end 2020 and the cost reduction program is already 60% implemented. The program is based on a reduction in employees, increased level of outsourcing, lowering indirect costs and increasing the share of the Company’s resources from high to low cost countries.
The executed and planned turn-around measures and improvements will provide additional financial runway. With the NOK 50 million in gross proceeds from the contemplated Private Placement and the already obtained USD 1 million US governmental loan, financial runway is secured to at least late 2021.
The Company has a long-term strategy to move up the value chain by providing biometric software solutions and components and introducing additional biometric modalities to enable multi-modal authentication solutions. Moreover, the Company plans to be an active participant in future industry restructuring and consolidation opportunities.
Definitions (Alternative Performance Measures (APMs))
NEXT’s financial information is prepared in accordance with international financial reporting standards (IFRS). However, certain financial measures are not specifically defined under IFRS or any other generally accepted accounting principles. These measures are presented in this announcement because they are among the measures used by Management to provide a more comprehensive description on the development of NEXT’s operational activities. These measures may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles, and you should not consider such items as alternatives to total operating revenue, operation profit (loss) or any other performance measures derived in accordance with IFRS.
Gross Margin is defined as operating revenue less Cost of Goods Sold. Gross Margin (%) is defined as Gross Margin as a percentage of operating revenue. Cost of Goods Sold is defined as cost of materials and production service expenses.
For more information on NEXT’s use of alternative performance measures, reference is made to the annual report for the financial year ended 31 December 2019 and the Q1 2020 financial report, which are available on the website www.nextbiometrics.com.
About NEXT Biometrics:
NEXT provides advanced fingerprint sensor technology that delivers uncompromised security and accuracy for the best possible user experience in the smart card, government ID, access control and notebook markets. The company’s patented NEXT Active Thermal principle allows the development of large, high quality fingerprint sensors in both rigid and flexible formats. NEXT Biometrics Group ASA (www.nextbiometrics.com) is headquartered in Oslo, with sales, support and development operations in Seattle, Taipei, Prague, Bengaluru and Shanghai.
This release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.
The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus, if a prospectus is published. Copies of any such prospectus will, following publication, be available at the Company’s registered office and, subject to certain exceptions, on the website of Pareto Securities AS (www.paretosec.com) (the “Manager”).
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 Manager 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.
The Manager is acting for the Company and no one else in connection with the offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
# # # # #
NEXT Investor contact:
Peter Heuman, email@example.com
Eirik Underthun, firstname.lastname@example.org