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NEXT Biometrics Group ASA — Capital/Financing Update 2016
Jul 4, 2016
3671_rns_2016-07-04_1187cccb-ba39-4fc9-8492-578c72247c20.html
Capital/Financing Update
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NEXT BIOMETRICS GROUP ASA - Approved prospectus and commencement of the subsequent offering
NEXT BIOMETRICS GROUP ASA - Approved prospectus and commencement of the subsequent offering
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE
REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THE PRESS RELEASE.
Reference is made to the stock exchange announcements from NEXT Biometrics Group
ASA ("NEXT" or the "Company") on 4 May 2016 regarding key information relating to the
repair issue and listing of up to 200,000 new shares, each with a nominal value of NOK
1.00 (the "Offer Shares") at a subscription price of NOK 133 per Offer Share (the
"Subscription Price") to be carried out by NEXT (the "Subsequent Offering") and on 15
June 2016 regarding the minutes from the Annual General Meeting which included,
among other resolutions, the approval of the Subsequent Offering.
The Financial Supervisory Authority of Norway has now approved the prospectus dated
1 July 2016 (the "Prospectus") which has been prepared in connection with the
Subsequent Offering.
The subscription period for the Subsequent Offering is from and including 4 July 2016
to 25 July 2015 at 16:30 hours (CET) (the "Subscription Period").
The shareholders of the Company as of 3 May 2016 (and being registered as such in the
Norwegian Central Security Depository (VPS) on 6 May 2016 (the "Record Date")), and
who were not allocated shares in the private placement announced by the Company on
4 May 2016 and who are not resident in a jurisdiction where such offering would be
unlawful, or for jurisdictions other than Norway, would require any filing, registration or
similar action (the "Eligible Shareholders"), will be granted non-transferable
subscription rights (the "Subscription Rights") that, subject to applicable law, provide
preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription
Price.
Each Eligible Shareholder will, subject to applicable securities laws, be granted 0.02580
Subscription Rights for every existing share registered as held by such Eligible
Shareholder as of the Record Date, rounded down to the nearest whole Subscription
Right. Each Subscription Right will, subject to applicable securities laws, give the right
to subscribe for, and be allocated, one Offer Share in the Subsequent Offering. Over
subscription is permitted, however, subscription without Subscription Rights is not
permitted. Subscription Rights will not be issued in respect of exiting shares held in
treasury by the Company.
Please note that Subscription Rights that are not used to subscribe for Offer Shares
before the end of the Subscription Period will have no value and will lapse without
compensation to the holder.
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be
available at www.nextbiometrics.com, www.carnegie.no and www.dnb.no/emisjoner from
today, 4 July 2016. Hard copies of the Prospectus may be obtained free of charge at the
offices of NEXT at Regus Business Centre, Filipstad brygge 1, N-0252 Oslo, Norway, or
by contacting one of the Managers (defined below).
An information letter that includes information about where the Prospectus and the
subscription form will be available, the number of Subscription Rights allocated to the
Eligible Shareholders and certain other matters relating to the shareholding will be
distributed to all Eligible Shareholders on or about 4 July 2016.
Following completion of the Subsequent Offering, and assuming full subscription, the
number of shares outstanding in NEXT will increase by 200,000 shares to 14,951,855
shares, each with a nominal value of NOK 1.00, resulting in a total share capital of NOK
14,951,855. The timetable below provides certain key dates for the Subsequent
Offering:
Subscription Period commences : 4 July 2016
Subscription Period ends : 25 July 2016 at 16:30 hours (CET)
Allocation of the Offer Shares and distribution of allocation letters : Expected on or
about 26 July 2016
Payment date : 27 July 2016
Delivery of the Offer Shares and listing and commencement of trading in the Offer
Shares on Oslo Børs : Expected on or about 28 July 2016
For further details of the terms of the Subsequent Offering, please refer to the
Prospectus.
Carnegie AS and DNB Markets, a part of DNB Bank ASA, are acting as Managers in the
Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to the
Company.
Investor relations and media contacts:
Knut Stålen, Chief Financial Officer, NEXT Biometrics Group ASA +47 909 86 386
Tore Etholm-Idsøe, Chief Executive Officer, NEXT Biometrics Group ASA,
+47 913 92 873
About NEXT Biometrics Group ASA
NEXT Biometrics (www.nextbiometrics.com) offers high quality area fingerprint sensors
at a fraction of the prices of comparable competitors. A wide range of product formats
including Smart Cards, Smartphones, Tablets, PC's, Doors, Time registration systems,
Wearables, Payment terminals, Flashdrives, USB-tokens, Key fobs and many more are
targeted.
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of offers to purchase or
subscribe for securities of NEXT Biometrics Group ASA. This announcement is not a
prospectus for the purposes of Directive 2003/71/EC (as amended, together with any
applicable implementing measures in any Member State, the "Prospectus Directive").
Copies of this announcement may not be sent to jurisdictions, or distributed in or sent
from jurisdictions, in which this is barred or prohibited by law. The information
contained herein shall not constitute an offer to sell or the solicitation of an offer to buy,
in any jurisdiction in which such offer or solicitation would be unlawful prior to
registration, exemption from registration or qualification under the securities laws of any
jurisdiction. A decision to invest in securities of NEXT Biometrics referred to in this
announcement should be based exclusively on the prospectus published by NEXT
Biometrics for such purpose.
United States
This announcement and the information contained herein is not for publication or
distribution into the United States of America and should not be distributed or
otherwise transmitted into the United States or publications with a general circulation in
the United States. This announcement does not constitute an offer or invitation to
subscribe for or to purchase any securities in the United States of America. The new
shares referred to herein have not been and will not be registered under the Securities
Act or the laws of any state and may not be offered or sold in the United States of
America absent registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended (the "Securities Act"). There will be no public offering of the
new shares in the United States of America.
European Economic Area
Any offer of securities to the public that may be deemed to be made pursuant to this
communication in any EEA Member State that has implemented Prospectus Directive is
only addressed to qualified investors in that Member State within the meaning of the
Prospectus Directive.
United Kingdom
The information contained herein does not constitute an offer of securities to the public
in the United Kingdom. No prospectus offering securities to the public will be published
in the United Kingdom. This announcement is only being distributed to and is only
directed at (i) persons who are outside the United Kingdom or (ii) to investment
professionals falling within article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Order") or (iii) high net worth
entities, and other persons to whom it may lawfully be communicated, falling within
article 49(2)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons").