AI assistant
NEXT Biometrics Group ASA — Share Issue/Capital Change 2016
May 3, 2016
3671_rns_2016-05-03_0381e644-347c-4e92-9ffc-4c7cb61fce5a.html
Share Issue/Capital Change
Open in viewerOpens in your device viewer
NEXT Biometrics Group ASA - CONTEMPLATED PRIVATE PLACEMENT
NEXT Biometrics Group ASA - CONTEMPLATED 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.
NEXT - CONTEMPLATED PRIVATE PLACEMENT
The board of directors (the "Board of Directors") of NEXT Biometrics Group ASA
("NEXT" or the "Company") has retained Carnegie and DNB Markets (the "Managers") to
advise on and effect a private placement of new shares directed towards Norwegian and
international investors after the close of Oslo Stock Exchange today 3 May 2016 (the
"Private Placement").
In the Private Placement, the Company is offering up to 1,240,000 new shares,
representing approx. 9% of the outstanding capital of the Company. 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 subscription price in the Private Placement will be determined through an
accelerated bookbuilding process. The minimum subscription and allocation in the
Private Placement has been set to the number of new shares that equals an aggregate
subscription price of at least the NOK equivalent of EUR 100,000. The Company has
received significant pre-commitments from the Company's largest shareholder
Greenbridge Partners Ltd, as well as from new institutional investors to subscribe for
shares in the Private Placement.
The bookbuilding period for the Private Placement will commence today 3 May 2016 at
16:30 hours (CET) and close on 4 May 2016 at 08:00 hours (CET). The Company may,
however, at any time resolve to close or extend the bookbuilding period at its own
discretion and for any reason.
The Company will announce the final number of shares placed and the final subscription
price in the Private Placement in a stock exchange announcement expected to be
published before opening of trading on the Oslo Stock Exchange tomorrow, 4 May 2016.
Notification of allotment and payment instructions will be sent to the applicants by the
Managers on or about 4 May 2016, subject to any shortenings or extensions of the book
building period. Settlement of the allocated new shares is expected to take place on a
delivery versus payment basis on or about 9 May 2016.
The completion of the Private Placement is subject to approval by the Board of
Directors and registration of the share capital increase pertaining to the Private
Placement with the Norwegian Register of Business Enterprises.
The share issuance will be 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.. As a
consequence of the private placement structure, the shareholders' preferential rights
will be deviated from.
The Board of Directors will consider to propose to the general meeting of the Company
to carry out a subsequent offering directed towards shareholders in the Company as of
close of trading today, 3 May 2016 (and as registered in the VPS on 6 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 equal to the
subscription price in the Private Placement.
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
Smartphones, Tablets, PC's, Doors, Time registration systems, Wearables, Payment
terminals, Flashdrives, USB-tokens, Key fobs and many more are targeted.
NEXT BIOMETRICS GROUP ASA is a publicly listed company headquartered in Oslo,
Norway and with sales, support and development subsidiaries in Seattle, Silicon Valley,
Taipei, Prague and Shanghai.
Media and Investor contacts for NEXT Biometrics: Tore Etholm-Idsøe, CEO,
[email protected] and Knut Stalen, CFO,
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.