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IDEX Biometrics ASA — Proxy Solicitation & Information Statement 2010
Feb 3, 2010
3633_rns_2010-02-03_7c9753f5-a8d6-401b-8890-d12e1a81cf74.pdf
Proxy Solicitation & Information Statement
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315140/2687
IDEX
NOTICE OF EXTRAORDINARY GENERAL MEETING IN IDEX ASA
Notice is hereby given that an Extraordinary General Meeting of IDEX ASA ("the Company") will take place:
17 February 2010 at 08.30 hours
at Felix Conference Centre at Bryggetorget 3, Aker Brygge in Oslo, Norway
At the date of the instant notice the Company’s share capital amounts to NOK 17,711,656.95 divided into 354,233,139 ordinary shares with par value per share of NOK 0.05. Each share gives the right to one vote at the General Meeting. At the date of the instant notice the Company does not hold own shares. The Company’s Articles of Association are printed on page 5 of this notice.
If you wish to attend the Extraordinary General Meeting in person or by proxy, we ask that you submit the enclosed Notice of Attendance/Power of Attorney to: DnB NOR Bank ASA, Verdipapirtjenester, no later than 15 February 2010 at 12 noon. The Notice of Attendance/Power of Attorney provides more information about attendance, voting etc. According to the Company’s Articles of Association, shareholders who have not given Notice of Attendance may be barred from attending the Extraordinary General Meeting.
The Extraordinary General Meeting will consider and resolve the following matters.
- Registration of shareholders present, in person or by proxy. Election of a person to chair the Meeting and a person to sign the minutes.
The Chairman of the Board of Directors of the Company, namely Mr. Morten Opstad, will open the Extraordinary General Meeting. The Board proposes that Morten Opstad shall be elected to chair the Extraordinary General Meeting.
-
Approval of the notification and the agenda of the Meeting.
-
Early Exercise of Warrants
At the Extraordinary General Meeting on 12 August 2009 it was resolved to issue warrants to each subscriber in the rights issue that was resolved at the same general meeting. As a result of the subscription in the rights issue, a total of 312,558,652 warrants were issued, each with an exercise price of NOK 0.10 per share. Pursuant to the resolution, there are two exercise periods, the first from 12 August until 30 September 2010 and the second and final period between 1 May and 12 August 2011.
In connection with the Company’s application for listing of its shares at Oslo Axess, Oslo Børs has set a requirement that the Company raises a minimum of NOK 30 million in order to meet the applicable liquidity and equity requirements in the Oslo Axess listing conditions. The Board is of the view that an early exercise of a certain portion of the warrants would be a suitable manner in which to raise parts of the required capital.
Page 1
The Board proposes an early exercise of a certain portion of the warrants. Certain major shareholders have expressed a willingness to undertake an early exercise, without requiring any form of discount in the exercise price or other preferential terms, in order to improve the Company's liquidity and equity position and, as a result, to facilitate that the Company meets the applicable listing conditions. In order for such early exercise to be undertaken, the Board proposes that the Extraordinary General Meeting adopts the following resolution, which will amend and supplement the resolution in item 5 I (f) in the Minutes of the 12 August 2009 Extraordinary General Meeting:
In order to strengthen the Company's liquidity and equity situation and, as a consequence, meet the conditions for listing as imposed by Oslo Børs on 28 January 2010, the Board, during the period until the first day of trading of the Company's shares on Oslo Axess, may allow an early exercise of Warrants in order to raise a minimum of NOK 15 million and a maximum of NOK 30 million.
Other than this, the Board, in cases of particular circumstances, may allow an earlier exercise; provided, however, that all Warrant holders are given an equal opportunity to exercise.
By reason of the share consolidation proposed in agenda item 5 below, the Board further proposes the inclusion of the following adjustment provision for the warrants:
Each Warrant shall entitle the holder to demand one ordinary share in the Company; provided, however, that in the event the Company's share capital or number of shares is changed by way of a capitalization issue, stock split, stock consolidation etc. the number of Warrants and the consideration for the ordinary shares to be issued in the Company upon exercise of the Warrants, shall be adjusted accordingly.
4. Conversion of Debt, Amendment of Articles of Association
A. S. Holding A/S has extended a financial loan to the Company, the principal amount of which is NOK 12 505 000. As of year-end 2009, the accrued and unpaid interest was NOK 625,250. Pursuant to the terms and conditions of the loan agreement between the Company and A. S. Holding A/S, as last amended on 20 November 2009, the loan is convertible at any given time, at the election of A. S. Holding A/S, into shares in the Company at a conversion price of NOK 0.20 per share. A. S. Holding A/S has notified the Company that it wishes to convert the loan, including accrued and unpaid interest as of year-end 2009, into shares on the aforesaid conversion terms.
The Board proposes that the Extraordinary General Meeting approves the conversion of the loan from A. S. Holding A/S into shares in the Company at a conversion price of NOK 0.20 per share. Attached to this Notice, as Attachment 1, is an expert statement as to the non-cash share contribution. The Board proposes that the Extraordinary General Meeting adopts the following resolution:
The Company's share capital shall be increased by NOK 3,282,562.50 from 17,711,656.95 to NOK 20,994,219.45 by issuance of 65,651,250 new shares, each share having a par value of NOK 0.05. The share capital increase is carried out as a directed share issue towards A. S. Holding A/S, who has subscribed for the new shares. The shareholders' preferential rights are hereby waived.
The subscription price is NOK 0.20 per share, each share having a par value of NOK 0.05. The total subscription price shall be NOK 13,130,250 of which NOK 3,282,562.50 will be added to the Company's share capital, while NOK 9,847,687.50 will be added to the Company's funds in accordance with the provisions of the Public Limited Companies Act. A. S. Holding A/S has an account receivable against the Company in the amount of NOK 13,130,250 (the "Loan"). The share contribution shall be settled by way of a set off against the Loan. An expert statement as to the non-cash share contribution has been prepared and presented to the Extraordinary General Meeting.
315140/2687
Page 2
For the avoidance of doubt, the conversion is carried out prior to the share consolidation proposed in agenda item 5 below.
The new shares shall have right to dividends declared subsequent to the settlement of the subscription price by the subscriber and the registration of the associated share capital increase in the Register of Business Enterprises. The new shares shall have voting rights from the registration of the share capital increase in the Register of Business Enterprises.
By reason of the foregoing, Section 5 of the Articles of Association regarding the Company’s share capital shall be amended to read:
The Company’s share capital is NOK 20,994,219.45 divided into 419,884,389 registered shares each with a par value of NOK 0.05.
5. Share Consolidation and Amendment of Articles of Association
Oslo Axess provides as a general listing requirement that the minimum trading price per share, as of the first day of trading, is NOK 1. On the trading day immediately preceding the date of this Notice, the closing price of the Company’s share was NOK 0.80, as reported on the Norwegian Securities Dealers Association’s Over-The-Counter List (OTC).
The Board proposes that the Extraordinary General Meeting resolves a 3:1 share consolidation so that 3 shares, each with a par value of NOK 0.05, are consolidated into one (1) share having a par value of NOK 0.15. In order for the share consolidation to be carried out, the total number of shares in the Company must be dividable by 3. In case the number of shares in the Company at the time of the resolution on the share consolidation, after the debt conversion in agenda item 4 and any other equity transactions that may have taken place prior to the Extraordinary General Meeting, is not dividable by 3, the Board will propose a share capital increase towards A. S. Holding A/S to the extent necessary to make the total number of shares dividable by 3. Shareholders who do not own a number of shares that is dividable by 3 will be rounded upwards, free of charge, so that they have a number of shares dividable by 3, by way of transfer of shares from A. S. Holding A/S.
In case the share price has changed as of the date of the Extraordinary General Meeting, the Board may consider revising the proposal.
The share consolidation shall be carried out with effect from and including the second trading day after the date of the Extraordinary General Meeting or such later date as determined by the Board.
The Board proposes that the Extraordinary General Meeting passes the following resolutions regarding share consolidation and amendment of the Articles of Association:
(i) The Company’s shares are consolidated so that three (3) shares, each having a par value of NOK 0.05, are consolidated into one (1) share, having a par value of NOK 0.15. The composition of the Company’s share capital shall therefore be changed from 419,884,389 shares each having a par value of NOK 0.05 (taking into account the debt conversion in agenda item 4) to 139,961,463 shares each having a par value of NOK 0.15. The share consolidation shall be carried out with effect from the second trading day after the date of the Extraordinary General Meeting or such later date as determined by the Board.
(ii) Section 5 of the Company’s Articles of Association shall be amended to reflect the resolution in (i) above: The Company’s share capital is NOK 20,994,219.45 divided into 139,961,463 registered shares, each with a par value of NOK 0.15.
315140/2687
(iii) By reason of the share consolidation, the number of outstanding warrants and subscription rights (for employees, elected officers and consultants) in the Company and the consideration for the shares to be issued in the Company upon exercise of such warrants and subscription rights shall be adjusted accordingly.
6. Exemption from the requirements to submit documents with the Notice of General Meeting; addition to the Articles of the Association
Pursuant to Section 5-11 a of the Public Limited Companies Act, a company may in its Articles of Association determine that documents, which timely have been made available on the Internet site of the Company and that deal with matters that are to be handled at the general meeting, need not be sent to the shareholders. Each individual shareholder may, however, require the submission of such documents. The Company will still need to send the actual notice of the general meeting to the shareholders.
The Company maintains a practice that the notice and accompanying documents are made available on the Company's Internet site. The Board proposes that the Articles are amended to provide that documents related to the Notice need not be sent to the shareholders if they timely are made available on the Company's Internet site. The Board proposes a new Section 8 in the Articles.
Documents which timely have been made available on the Internet site of the Company and which deal with matters that are to be handled at the general meeting need not be sent to the Company's shareholders.
The present Section 8 of the Articles shall become the new Section 9, while the present Section 9 shall become the new Section 10.
3 February 2010
Idex ASA
Morten Opstad
Chairman of the Board of Directors
315140/2687
English version, office translation for information purposes:
ARTICLES OF ASSOCIATION OF IDEX ASA
(last amended on 8 September 2009)
§ 1 The name of the Company is IDEX ASA and is a public limited company.
§ 2 The objective of the Company is to deliver computer-based identification systems and other related activities.
§ 3 The business offices are in Bærum municipality, Norway.
§ 4 The Company's shares shall be registered in the Norwegian Registry of Securities.
§ 5 The Company's share capital is NOK 17,711,656.95 divided into 354,233,139 registered shares at NOK 0.05.
§ 6 The Board of the Company consists of from 3 to 7 members.
§ 7 The Ordinary General Meeting shall handle and decide:
- Determination of the profit and loss account and balance sheet
- Appropriation of (net) profit or covering of losses
- Election of Board and determination of Board remuneration
- Election of auditor and determination of auditor's remuneration
- Other matters which are governed by law
- Other matters which are mentioned in the notice of the meeting
§ 8 As a general rule, the company's general meetings shall be conducted in Norwegian. The General Meeting may however resolve by a simple majority vote that English shall be used.
§ 9 A shareholder who wishes to attend the General Meeting, in person or by proxy, shall notify his/her attendance to the Company no later than two (2) days prior to the General Meeting. If the shareholder does not notify the Board of his/her attendance in a timely fashion, the Company may deny him/her access to the General Meeting.
315140/2687
ERNST & YOUNG
Statsautoriserte revisorer
Ernst & Young AS
Christian Frederiks pl. 6, NO-0154 Oslo
Oslo Atrium, P.O.Box 20, NO-0051 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf.: +47 24 00 24 00
Fax: +47 24 00 24 01
www.ey.no
Medlemmer av Den norske Revisorforening
Til generalforsamlingen i Idex ASA
Redegjørelse ved kapitalforhøyelse ved oppgjør av aksjeinnskudd ved motregning i ASA
På oppdrag fra styret avgir vi som uavhengig sakkyndig denne redegjørelsen i samsvar med allmennaksjeloven § 10-2, jf. § 2-6. Styret er ansvarlige for de verdsettelser som er gjort. Vår oppgave er å utarbeide redegjørelsen i forbindelse med generalforsamlingens beslutning om at A.S Holding AS skal kunne gjøre opp innskuddsforpliktelse for aksjer i Idex ASA ved motregning, og avgi en uttalelse om at gjeldsposten som skal kunne motregnes, har en verdi som minst svarer til vederlaget.
Den videre redegjørelsen består av to deler. Den første delen beskriver gjeldsposten som skal kunne motregnes. Den andre delen er vår uttalelse om at gjeldsposten som skal kunne motregnes, har en verdi som minst svarer til vederlaget.
Del 1: Opplysninger om gjelden
I henhold til låneavtale av 6. juni 2007, med tilhørende addendum av 27. september 2007, addendum av 28. september 2007, addendum av 25. august 2008 og addendum av 20. november 2009 har Idex ASA en låneforpliktelse overfor A.S Holding AS på kr 12 505 000 pr 2. februar 2010 eksklusive påløpte renter. Påløpte renter pr 31. desember 2009 utgjør kr 625 250, slik at total låneforpliktelse ovenfor A.S Holding AS utgjorde kr 13 130 250 pr 31. desember 2009. I henhold til addendum av 20. november 2009 kan A.S Holding AS kreve lånet konvertert til aksjer i Idex ASA til kurs kr 0.20.
Del 2: Den uavhengig sakkyndiges uttalelse
Vi har utført vår kontroll og avgir vår uttalelse i samsvar med standard for attestasjonsoppdrag SA 3802 "Revisors uttalelser og redegjørelser etter selskapslovgivningen". Standarden krever at vi planlegger og utfører kontroller for å oppnå betryggende sikkerhet for at gjelden som skal motregnes, minst svarer til det avtalte vederlaget. Arbeidet omfatter kontroll av at gjelden er en reell betalingsforpliktelse. Vår kontroll gir etter vår mening et forsvarlig grunnlag for vår uttalelse.
Vi mener at den gjelden som skal kunne motregnes, minst svarer til det avtalte vederlaget i aksjer i Idex ASA pålydende kr 3 282 562 samt overkurs kr 9 847 688.
Oslo, 3. februar 2010
ERNST & YOUNG AS
Leiv Aschehoug
statsautorisert revisor
A member firm of Ernst & Young Global Limited
O
IDEX
(shareholder's name)
EXTRAORDINARY GENERAL MEETING in IDEX ASA on 17 February 2010 at 08:30 hrs. at Felix Konferansesenter, Aker Brygge in Oslo, Norway
If the shareholder above is a company, please state the name of the person representing the company:
To grant proxy, use the proxy form overleaf.
Name of person representing the shareholder (company).
ATTENDANCE FORM
The form must be received by the registrar DnB NOR Bank ASA at the latest by 15 February 2010 at 12.00 hrs.
Postal address: DnB NOR Bank ASA, Verdipapirtjenester, N-0021 Oslo, Norway, alternatively on telefax +47 2248 1171. Attendance may also be registered via the Company's website www.idex.no menu item Investor Relations or via "Investortjenester", a service provided by most Norwegian registrars.
With regards to rights of attendance and voting we refer you to the Norwegian Public Limited Companies Act, in particular Chapter 5.
Nominee accounts: Please be aware that shares situated on nominee accounts are without voting rights. It is possible to reinstate the voting rights by temporarily transferring the shares into a securities account (VPS account) in the name of the beneficial owner during the period of the extraordinary general meeting, i.e. from before the deadline for registration of attendance until after the general meeting. Such registrations in VPS are effective overnight as opposed to the three-day settlement/recording period of trades. The nominee does such temporary registration by contacting the nominee's VPS account manager. The beneficial owner must register for attendance represented by a person or give proxy by using the proxy form overleaf.
The undersigned will attend IDEX ASA's Extraordinary General Meeting on 17 February 2010 and vote for:
own shares.
other shares in accordance with enclosed Power of Attorney
A total of
shares.
x)
Place/Date
Shareholder's signature
Sign only by own attendance.
To grant proxy, use the form overleaf.
O
IDEX
POWER OF ATTORNEY
If you cannot personally attend the Extraordinary General Meeting, you may appoint a proxy to use this power of attorney, or you can return a blank power of attorney. In the latter case, the Chairman of the Board or one of the members of the Board of Directors or another person designated by the Board, will be your proxy at the Extraordinary General Meeting.
This power of attorney must be received by DnB NOR Bank ASA at the latest by 15 February 2010 at 12.00 hrs.
Postal address: DnB NOR Bank ASA, Verdipapirtjenester, N-0021 Oslo, Norway, alternatively on telefax +47 22 48 11 71. Proxies may also be registered via the Company's website www.idex.no menu item Investor Relations or via "Investortjenester", a service provided by most Norwegian registrars.
The undersigned
hereby appoints
or
☐ Chairman of the board or a person designated by the Board
(Name of proxy in capital letters)
as my proxy with the authority to attend and vote at IDEX ASA's Extraordinary General Meeting on 17 February 2010 for my/our shares.
If the shareholder is a company, the company's company certificate shall be enclosed with the proxy form.
VOTING INSTRUCTIONS
You may provide voting instructions to the proxy. Please state any such voting instructions in the table below. In case voting instructions are absent, ambiguous or not clear, your proxy will vote in accordance with the proxy's own judgment. In case amended or new resolutions are proposed at the meeting, your proxy will vote in accordance with the proxy's own judgment.
| Proposed resolutions in the notice of the meeting: | For | Against | Abstain | Proxy to decide | |
|---|---|---|---|---|---|
| 1 | Election of chairman of the meeting | ||||
| 2 | Approval of the notice and the agenda | ||||
| 3 (a) | Early exercise of Warrants | ||||
| 3 (b) | Adjustment clause for Warrants in case of share split, share consolidation etc. | ||||
| 4 | Conversion of debt; Amendment of the articles of association | ||||
| 5 | Share consolidation and amendment of the articles of association | ||||
| 6 | Exemption from the requirements to submit documents with the notice of general meeting; amendment of the articles of association |
Place and date
Shareholder's signature
Sign only when granting proxy.
For own attendance use the form overleaf.
With regards to rights of attendance and voting we refer you to the Norwegian Public Limited Companies Act, in particular Chapter 5. A written power of attorney dated and signed by the beneficial owner giving such proxy must be presented at the meeting.