AI assistant
IDEX Biometrics ASA — Share Issue/Capital Change 2021
Feb 24, 2021
3633_rns_2021-02-24_7e2c3a14-f688-405c-9dde-3ff7fc1e121d.html
Share Issue/Capital Change
Open in viewerOpens in your device viewer
IDEX Biometrics ADSs to be Listed on Nasdaq as of 1 March
IDEX Biometrics ADSs to be Listed on Nasdaq as of 1 March
Oslo, Norway, 24 February 2021: IDEX Biometrics ASA (OSE: IDEX and OTCQB: IDXAF)
(the "Company"), a leading provider of advanced fingerprint identification and
authentication solutions, today announced that the Company will list American
Depositary Shares ("ADSs") each representing 75 ordinary shares of the Company
("Ordinary Shares") on the Nasdaq Capital Market ("Nasdaq"). Nasdaq has approved
the ADSs for listing, and they are expected to begin trading under the symbol
"IDBA" on 1 March 2021, subject to approval by the U.S. Securities and Exchange
Commission ("SEC").
A registration statement was filed with the SEC to facilitate the creation of a
trading market in the United States for ADSs. The Company has not registered any
new issuance of securities and is not making any public offering of new shares
or private placement of shares in connection with the listing on Nasdaq. The
Company's Ordinary Shares will continue to be admitted to trading on the Oslo
Børs.
IDEX has prepared a series of frequently asked questions ("FAQs") shown below
applicable to holders of the Ordinary Shares and to explain the optional process
of exchanging Ordinary Shares for ADSs if a shareholder so chooses. For any
further questions about the Ordinary Share to ADS exchange process, please
contact the Company's ADS Depositary Bank, The Bank of New York Mellon at
[email protected] (mailto:[email protected]).
This announcement shall not constitute an offer to sell, or the solicitation of
an offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or
jurisdiction. A registration statement relating to these securities has been
filed with the SEC but has not yet become effective. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. A prospectus describing the securities referenced
herein may be obtained, when available, from the website of the SEC at
http://www.sec.gov.
For further information contact:
Marianne Bøe, Investor Relations
E-mail: [email protected] (mailto:[email protected])
Tel: + 47 918 00186
Derek D'Antilio, Chief financial Officer
E-mail: [email protected]
(mailto:[email protected])
Tel: +1 978 273 1344
About IDEX Biometrics
IDEX Biometrics ASA (OSE: IDEX and OTCQB: IDXAF) is a leading provider of
fingerprint identification technologies offering simple, secure and personal
authentication for all. We help people make payments, prove their identity,
gain access to information, unlock devices or gain admittance to buildings with
the touch of a finger. We invent, engineer, and commercialize these secure, yet
incredibly user-friendly solutions. Our total addressable market represents a
fast growing multi-billion-unit opportunity.
For more information, visit www.idexbiometrics.com
(http://www.idexbiometrics.com) and follow on Twitter @IDEXBiometrics
Forward-Looking Statements
Certain statements made in this announcement are forward-looking statements
including with respect to the effectiveness of the registration filed with the
SEC, the anticipated listing date of the ADSs on Nasdaq and the creation of a
trading market for the ADSs in the United States. These forward-looking
statements are not historical facts but rather are based on the Company's
current expectations, estimates, and projections about its industry; its
beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended
to identify forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks, uncertainties,
and other factors, some of which are beyond the Company's control, are difficult
to predict, and could cause actual results to differ materially from those
expressed or forecasted in the forward-looking statements. The Company cautions
securityholders and prospective securityholders not to place undue reliance on
these forward-looking statements, which reflect the view of the Company only as
of the date of this announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the statements are
made. The Company will not undertake any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of this
announcement except as required by law or by any appropriate regulatory
authority.
Frequently Asked Questions and Answers for IDEX Ordinary Shareholders:
Which stock exchanges is IDEX listed on?
ADSs representing IDEX's Ordinary Shares are expected to be listed on Nasdaq
under the ticker symbol "IDBA", and IDEX's Ordinary Shares are listed on the
Oslo Børs, a market operated by the Oslo Stock Exchange, under the symbol
"IDEX."
Why have a dual listing of IDEX's shares?
The dual listing on Nasdaq and OSE makes IDEX's shares more accessible to U.S.
institutional and retail investors while also remaining listed on the OSE.
What is the relationship between the Company's Ordinary Shares and ADSs?
Each ADS will be a tradeable security representing 75 of the Company's Ordinary
Shares. The value of each ADS is denominated in U.S. Dollars.
How do I exchange my Ordinary Shares into ADSs?
The process set out in the following explains what you need to do to select a
suitable broker account and summarizes the instructions that you need to give to
your broker in order to exchange your Ordinary Shares into ADSs. Please refer to
"Notes for Brokers" which we suggest you send to your broker if you are
interested in exchanging Ordinary Shares for ADSs.
Do I have to exchange my Ordinary Shares into ADSs?
No, the Company's Ordinary Shares will continue to trade on the Oslo Børs market
of the OSE. If you do not wish to hold ADSs but wish to remain a holder of
IDEX's Ordinary Shares then no action is required.
Are all Ordinary Shares eligible to be deposited for delivery of ADSs?
No. Ordinary Shares that are owned by an executive officer or director or other
person that may be considered an "affiliate" of the Company under U.S.
securities law and Ordinary Shares that were received in a private placement and
have been held for less than a year are generally not eligible to be deposited.
If your Ordinary Shares fall into one of these categories, please contact
[email protected] (mailto:[email protected]) for
more information on whether you will be allowed to deposit and under what
conditions.
What does it cost to exchange Ordinary Shares into ADSs?
There will be an issuance fee of up to US$5.00 per 100 ADSs (or portion thereof)
charged by The Bank of New York Mellon for the issuance of the ADSs. The
exchange of your dematerialized Ordinary Shares will need to be managed by your
broker as Ordinary Shares need to be transferred electronically to The Bank of
New York Mellon prior to the issuance of ADSs. Your selected broker may also
levy an administrative charge for managing the exchange process.
I don't have a broker - do I really need one?
Yes, exchange into ADSs will require the assistance of a U.S. registered broker.
Please refer to "Notes for Shareholders".
Is there a cost to hold ADSs?
The Bank of New York Mellon may charge an annual Depositary Service Fee of up to
US$0.05 per ADS. This is typically collected from the broker or other
intermediary that holds the ADSs on your behalf. Your broker may pass this fee
on to you directly or it may be part of the annual fee that you pay to maintain
your brokerage account.
Notes for Shareholders:
Process for exchanging Ordinary Shares into ADSs:
Step 1: Select a broker with U.S. listed securities trading capability. You need
to ensure that the broker and type of account on offer is capable of holding and
trading U.S. listed securities. Often the most basic account offered is for
Norwegian listed shares only so you will need to select an account that gives
you the ability to buy and sell U.S. listed shares. Please ensure that you check
with your broker that they can hold IDEX Biometrics ASA ADSs and have a DTC
participant account.
Step 2: You will need to contact your broker and ask them how to transfer your
existing Ordinary Shares into your U.S. account.
Step 3: Your broker will need to contact The Bank of New York Mellon by email to
arrange for the exchange of your Ordinary Shares into ADSs tradeable on Nasdaq.
You will receive one ADS for every 75 Ordinary Shares that you hold and opt to
deposit.
The contact details for The Bank of New York Mellon, together with details of
the conversion process are outlined in the "Notes for Brokers" below. We suggest
that you send this to your broker.
Notes for Brokers:
Conversion of Ordinary Shares into ADSs tradeable on Nasdaq
Ordinary Shares are traded on Oslo Børs under the ticker: IDEX.
IDEX Biometric ADSs are expected to be listed and traded on Nasdaq under the
ticker: IDBA.
Each ADS will represent 75 Ordinary Shares.
Ordinary Shares can be exchanged into the equivalent number of ADSs via the
Company's Depositary Bank, The Bank of New York Mellon.
Once exchanged, the ADSs will be tradeable via Nasdaq.
Ordinary Shares to be deposited for delivery of ADSs must be transferred
electronically to Nordea Bank AB (Publ), filial i Norge, as custodian, with
instructions to credit the account of The Bank of New York Mellon and notify the
Depositary Bank of the deposit.
Instructions must be given identifying a broker or other securities intermediary
that is a participant in The Depository Trust company (DTC) to receive credit of
the ADSs issuable in respect of the deposit and providing any further credit
information required by the DTC participant.
The ADS issuance fee of US$5.00 per 100 ADSs (or portion thereof) must be paid
to the Depositary Bank.
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act