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”), reference is made to the stock exchange announcement by NEXT on 28 May 2020 regarding the successful completion of a fully underwritten private placement of 25,000,000 new shares in the Company (the “Private Placement”) and a subsequent offering of up to 10,000,000 new shares (the “Subsequent Offering”), whereas both share issuances are subject to the general meeting’s approval.
In accordance with the continuing obligations for companies listed on the Oslo Stock Exchange, the following key information is given with respect to the Subsequent Offering:
- Date on which the terms and conditions of the repair issue were announced: 28 May 2020
- Last day including right: 28 May 2020
- Ex-date: 29 May 2020
- Record date: 2 June 2020
- Date of approval: 19 June 2020*
- Maximum number of new shares: up to 10,000,000 new shares
- Subscription price: NOK 2.00
*Other information: the Subsequent Offering is subject to (i) the approval of the Private Placement and the Subsequent Offering by the extraordinary general meeting of shareholders of the Company, expected to be held on 19 June 2020 and (ii) the publication of a prospectus prepared by the Company in connection with the Private Placement and the Subsequent Offering which is approved by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet).
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This release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and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.
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NEXT Investor contact:
Peter Heuman, firstname.lastname@example.org
Eirik Underthun, email@example.com