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: Reference is made to the stock exchange announcement by NEXT Biometrics Group ASA (OSE: NEXT) (“NEXT” or the “Company”), a company leader in fingerprint sensor technology, on 28 May 2020, regarding a contemplated fully underwritten private placement of 25 million new shares in the Company at a subscription price of NOK 2.00 per share (the “Private Placement”).
The Company is pleased to announce that the Private Placement was over-subscribed and has been successfully completed, raising gross proceeds of NOK 50 million through the issuance of 25 million new shares (the “New Shares”) at a subscription price of NOK 2.00 per share. The application period for the Private Placement was announced after close of market on 28 May 2020 and was fully underwritten by a syndicate consisting of existing shareholders (including certain board members) and new investors.
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.
Completion of the Private Placement, including the issuance of the New Shares to the investors, is conditional upon approval of the Private Placement (including the underwriting commission under the underwriting agreement) and the Subsequent Offering by the Company’s extraordinary general meeting of shareholders, expected to be held on or about 19 June 2020 (the “EGM”). By participating in the Private Placement, investors who hold shares in the Company, have irrevocably and unconditionally undertaken to vote (either in person, by pre-voting or by proxy) for their shares at the EGM in favour of the proposal to issue new shares in the Private Placement and the Subsequent Offering (as defined below). The Company’s largest shareholder, Greenbridge Investment L.P., has also undertaken to vote in favour of all resolutions related to the Private Placement and the Subsequent Offering at the EGM.
The New Shares will be delivered to the applicant’s VPS account as soon as practicable after full payment has been received by the Company, all conditions for the Private Placement have been met, the new share capital has been registered with the Norwegian Register of Business Enterprises and the new shares have been issued in the Central Securities Depository (VPS). The New Shares will be listed and tradeable on the Oslo Stock Exchange after the prospectus prepared by the Company in connection with the Private Placement and the Subsequent Offering (as defined below) has been approved by the Financial Supervisory Authority of Norway (the “Prospectus”) and published by the Company. Delivery and the first day of trading of the New Shares is expected to take place during the second half of June 2020.
Notification of allotment of New Shares and payment instructions is expected to be sent to the applicants through a notification on or about 29 May 2020.
Following registration of the new share capital pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 67,930,575, divided into 67,930,575 shares, each with a par value of NOK 1.00.
Completion of the Private Placement implies a deviation from the existing shareholders’ preferential rights to subscribe for and be allocated new shares in share issuances. The board of directors of the Company (the “Board of Directors”) has carefully considered such deviation and has concluded that the Private Placement is in the best interest of the Company and its shareholders. In reaching this conclusion the Board of Directors has inter alia considered alternative financing sources, the dilutive effect of the share issue, the investor interest in the transaction, the strengthening of the shareholder base that will be achieved by the Private Placement, and that a subsequent offering is expected to be carried out.
The Board of Directors of the Company has resolved that it will propose to the general meeting of the Company that a subsequent offering of up to 10 million new shares (the “Subsequent Offering”) is carried out and directed towards shareholders of the Company as of today, 28 May 2020 (as registered in the Norwegian Central Securities Depository (VPS) on 2 June 2020), who (i) were not allocated 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 would, in jurisdictions other than Norway, require any prospectus filing, registration or similar action. Such shareholders will be granted non-transferable subscription rights giving the right to subscribe for and be allocated new shares. Over-subscription and subscription without subscription rights will be allowed. The subscription price in the Subsequent Offering will be the same as in the Private Placement, i.e. NOK 2.00 per share. Launch of the Subsequent Offering is conditional upon (i) the approval of the Private Placement and the Subsequent Offering by the Company’s shareholders at the EGM and (ii) approval and publication of the Prospectus. The two weeks’ subscription period in the Subsequent Offering is expected to commence in the second half of June 2020.
The notice of the EGM for the approval of the share issuance pertaining to the Private Placement and the Subsequent Offering is expected to be distributed on or about 29 May 2020.
Pareto Securities AS is acting as manager (the “Manager”) in connection with the Private Placement. Advokatfirmaet Thommessen AS is acting as legal counsel for the Company.
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