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, 19 June 2019: Reference is made to the announcement by NEXT Biometrics Group ASA (“NEXT” or the “Company”) on 28 May 2020 regarding the successful completion of a fully underwritten private placement of 25,000,000 shares, each with a par value of NOK 1.00, at a subscription price of NOK 2.00 per share (the “Private Placement”) and the resolution by the board of directors of the Company to propose to the general meeting that a subsequent offering of up to 10,000,000 shares, each with a par value of NOK 1.00, at a subscription price of NOK 2.00, is carried out (the “Subsequent Offering”).
An extraordinary general meeting in the Company was held today, on 19 June 2020. The general meeting approved all items on the agenda, including, inter alia, the Private Placement, the Subsequent Offering, the grant of share options to board members and an authorisation to the board of directors to increase the Company’s share capital in connection with the Company’s share option programme for board members, management and other employees. The general meeting’s resolutions were in accordance with the proposals by the board of directors, however, so that the estimated expenses for the Private Placement were adjusted from NOK 8.5 million to NOK 8 million, based on an updated estimate.
Please see the minutes of the extraordinary general meeting for more information about the general meeting’s resolutions. The minutes of the extraordinary general meeting are attached to this announcement and are also available on the Company’s 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This release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and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/transactions) (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.
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NEXT Investor contact:
Peter Heuman, firstname.lastname@example.org
Eirik Underthun, email@example.com