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, 17 February 2021: NEXT Biometrics Group ASA (OSE: NEXT) (“NEXT” or the “Company”), a global company in fingerprint sensor technology, contemplates a private placement of up to 14,819,897 new shares (the “Offer Shares”) in the Company (equalling approximately 19.5% of the Company’s issued and outstanding shares) (the “Private Placement”).
The Company has over the last year accelerated its transition from an engineering-driven company towards a customer-oriented and commercially focussed company with a tangible growth agenda. NEXT has won a total of 15 “design-wins” since the fourth quarter of 2019, as well as multiple purchase orders announced showing traction across all three main product areas. NEXT currently expects that the run rate revenue target of NOK 150-200 million and gross margin target of 35-40% will be reached in the period from the fourth quarter of 2021 to the first quarter of 2022.
NEXT’s preliminary fourth quarter revenues were NOK 8.8 million, compared to NOK 9.2 million in the fourth quarter of 2019. Preliminary gross margin in the fourth quarter was 16% compared to -2% in the fourth quarter of 2019. Preliminary operating expenses in the fourth quarter was NOK 10.7 million compared to NOK 45 million in the fourth quarter of 2019. The cash position as per the end of the fourth quarter of 2020 was NOK 68 million.
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 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 Company intends to use the net proceeds from the Private Placement to strengthen the balance sheet and finance accelerated growth.
The subscription price and the total number of Offer Shares to be issued in the Private Placement will be determined through an accelerated bookbuilding process. The bookbuilding period will commence today, on 17 February 2021, at 16:30 hours (CET) and close on 18 February 2021 at 08:00 hours (CET). The Company may, however, at any time resolve to shorten or extend the bookbuilding period at its sole discretion and for any reason. If the bookbuilding period is shortened or extended, any dates referred to herein may be amended accordingly.
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.
The allocation of Offer Shares will be determined after the end of the bookbuilding 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. Notification of allotment and payment instructions will be sent to the applicants by the Manager on or about 18 February 2021, subject to any shortenings or extensions of the bookbuilding period.
The completion of the Private Placement by delivery of Offer Shares to investors is conditional upon (i) the corporate resolutions of the Company required to implement the Private Placement being validly passed, including the resolution by the Board of Directors to increase the share capital and issue the Offer Shares, pursuant to the authorisation granted at the annual general meeting held on 12 May 2020, (ii) payment for the Offer Shares being received under the prepayment agreement to be entered into by and between the Company and the Manager, and (iii) registration of the share capital increase pertaining to the Offer Shares with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret).
The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment (DvP) basis on or about 22 February 2021, following, and subject to, the satisfaction of the conditions referred to above, including the share capital increase pertaining to the Offer Shares being registered with the Norwegian Register of Business Enterprises, expected on or about 19 February 2021. The Offer Shares are expected to commence trading on the Oslo Stock Exchange on or about the date of registration of the share capital increase with the Norwegian Register of Business Enterprises.
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.
Advokatfirmaet Thommessen AS acts as legal advisor to the Company in connection with the Private Placement.
For further information, please contact:
Peter Heuman, CEO
Eirik Underthun, CFO
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 plus other income less cost of goods sold. Gross margin (%) is expressed as a percentage of operating revenue and other income. Cost of Goods Sold is defined as cost of materials and production service expenses.
All figures in NOK million:
Gross Margin Q4 2020 =Operating Revenue + Other Income – Cost of goods sold = 8.4 + 0.4 – 7.3 = 1.4 million
Gross Margin Q4 2019 =Operating Revenue + Other Income – Cost of goods sold = 9.2 + 0 – 9.4 = -0.2 million
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 Q3 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, 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.