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NEXT Biometrics Group ASA Share Issue/Capital Change 2016

May 4, 2016

3671_rns_2016-05-04_93bc06c2-7ac1-4cfd-bdc3-a02b0cfd497a.html

Share Issue/Capital Change

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NEXT Biometrics Group ASA - COMPLETED PRIVATE PLACEMENT

NEXT Biometrics Group ASA - COMPLETED PRIVATE PLACEMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,

DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR

JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR

DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT

CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange release from NEXT Biometrics Group ASA

("NEXT" or the "Company") published yesterday regarding the contemplated private

placement of new shares in the Company.

The Company announces today that it has raised approximately NOK 165 million in

gross proceeds through a private placement consisting of 1,240,000 new shares (the

"New Shares") at a price of NOK 133 per share (the "Private Placement"). The Private

Placement took place through an accelerated bookbuilding process after close of

markets yesterday. The Private Placement, which was multiple times oversubscribed,

attracted strong interest from both existing shareholders as well as new high quality

institutional investors.

The net proceeds from the Private Placement will be used to invest in increased flexible

sensor production capacity, further smart card related R&D and general corporate

purposes.

The New Shares will be delivered to the applicant's VPS account on a delivery versus

payment basis on the settlement date, which is expected to be on or about 9 May 2016.

The New Shares are tradable upon notification of the registration of the share capital

increase pertaining to the Private Placement with the Norwegian Register of Business

Enterprises, which is expected on or about 6 May 2016.

The New Shares will be issued based on a Board authorisation granted by the

Company's extraordinary general meeting on 2 November 2015. Following registration

of the new share capital pertaining to the Private Placement, the Company will have an

issued share capital of NOK 14,751,855, divided into 14,751,855 shares, each with a par

value of NOK 1.00.

The share issuance was carried out as a private placement in order to complete a

transaction and without the significant discount typically seen in rights issues, and also

for the Company to be able to complete a transaction in today's market conditions. The

Private Placement constitutes less than 10 per cent of the issued and outstanding

shares in the Company and is resolved on the basis of an authorisation to the Board of

Directors granted by the Company's general meeting and which explicitly allows the

Board of Directors to deviate from the shareholders' pre-emptive rights. The number of

institutional investors in the Company will be increased through the Private Placement

and the Company will thus achieve a strengthened shareholder base. As a consequence

of the private placement structure, the shareholders' preferential rights were deviated

from.

The Board of Directors will propose to the annual general meeting ("AGM") that the AGM

resolves a subsequent offering of up to 200,000 new shares directed towards

shareholders in the Company as of close of trading yesterday, 3 May 2016 (and as

registered in the VPS on 9 May 2016) who were not allocated shares in the Private

Placement, and who 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 (the "Subsequent Offering"). The subscription price in the

Subsequent Offering will be NOK 133, i.e. equal to the subscription price in the Private

Placement. Subject to approval of the Subsequent Offering by the AGM, the Company

expects that the subscription period for the Subsequent Offering will commence shortly

after the AGM and approval of a prospectus by the Norwegian Financial Supervisory

Authority.

Carnegie and DNB Markets (the "Managers") acted as joint bookrunners in the Private

Placement. Thommessen is legal advisor to the Company.

Media and Investor contacts for NEXT Biometrics:

Tore Etholm-Idsøe, CEO, [email protected]

and Knut Stalen, CFO, [email protected].

About NEXT Biometrics:

Enabled by its patented NEXT Active Thermal principle, 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 NOTICE:

This announcement is not and does not form a part of any offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or sent

into the United States, Australia, Canada, Japan or any other jurisdiction in which such

distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered

under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and

accordingly may not be offered or sold in the United States absent registration or an

exemption from the registration requirements of the Securities Act and in accordance

with applicable U.S. state securities laws. The Company does not intend to register any

part of the offering in the United States or to conduct a public offering of securities in

the United States. Any offering of the securities referred to in this announcement will be

made by means of a prospectus.

This announcement is not a prospectus for the purposes of Directive 2003/71/EC

(together with any applicable implementing measures in any Member State, the

"Prospectus Directive"). Investors should not subscribe for any securities referred to in

this announcement except on the basis of information contained in the aforementioned

prospectus. In any EEA Member State other than Norway that has implemented the

Prospectus Directive, this communication is only addressed to and is only directed at

qualified investors in that Member State within the meaning of the Prospectus Directive,

i.e., only to investors who can receive the offer without an approved prospectus in such

EEA Member State.

This communication is only being distributed to and is only directed at persons in the

United Kingdom that are (i) investment professionals falling within Article 19(5) of the

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended

(the "Order") or (ii) high net worth entities, and other persons to whom this

announcement 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"). This

communication must not be acted on or relied on by persons who are not relevant

persons. Any investment or investment activity to which this communication relates is

available only to relevant persons and will be engaged in only with relevant persons.

Persons distributing this communication must satisfy themselves that it is lawful to do

so.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without notice.