Oslo, 11 March 2025
NOTE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES 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.
LOAN FINANCING SECURED AND PROPOSED DEBT CONVERSION
IDEX Biometrics ASA (“IDEX” or the “Company”) announces that the Company has received irrevocable undertakings from certain existing shareholders and new investors (“Lenders”) for a total loan amount of NOK 30 million (“Loans”), which Loans shall be disbursed to IDEX in one or more instalments on such date(s) as determined by IDEX’s board of directors (“Board”) in its sole discretion. The net proceeds from the Loan will be used to fund the Company’s commercialization efforts in line with the new business strategy announced earlier today.
The Board will call an extraordinary general meeting in IDEX to be held on or about 11 April 2025 (the “EGM”) and propose, among other things, that the EGM resolves to (i) reduce the share capital of IDEX by decreasing the par value per existing share from NOK 0.15 per share to NOK 0.01 per share (“Share Capital Decrease”), and (ii) subject to completion of the Share Capital Decrease, approve a share capital increase in IDEX by way of conversion of the Loans to shares at a subscription price per share equal to NOK 0.01 per share (“Subscription Price”) by way of a set-off of IDEX’s debt obligation to the Lenders under the Loans against IDEX’s claim for share contribution from such Lenders (“Debt Conversion”). The Lenders have undertaken to subscribe for shares and settle the share contribution by Debt Conversion of the Loans.
EQUAL TREATMENT CONSIDERATIONS
The Board has considered the Loan and Debt Conversion in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and deems that the proposed Loan and Debt Conversion is in compliance with these requirements, taking into consideration the Company’s critical and imminent funding needs and the reluctance of shareholders in IDEX to further finance the former business strategy plan of the Company. As matters now stand, the Loans and Debt Conversion remain the only viable option to secure funding for continued operations of the Company. Consequently, the Board believes that the Loan and Debt Conversion are in the common interest of the Company and the shareholders of the Company, but the Board will nevertheless propose a subsequent offering, as outlined below.
SUBSEQUENT OFFERING
The Board will also propose that the EGM approves a subsequent repair offering of new shares (“Subsequent Offering”) directed towards existing shareholders in the Company as of 10 March 2025 (as registered in the VPS two trading days thereafter), who, (i) are not participating in the Loans and are not allocated new shares in the Debt Conversion, and (ii) 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 remains subject to among other things (i) completion of the Debt Conversion, (ii) relevant corporate resolutions, including approval by the Board and EGM, (iii) the prevailing market price of the Company’s shares being higher than the Subscription Price, and (iv) publication of the Prospectus, as approved by the Financial Supervisory Authority. The offer price in the Subsequent Offering will be equal to the Subscription Price in the Debt Conversion. Oversubscription will be permitted. The net proceeds from the Subsequent Offering will be used for the same purposes as the Loans (as stated above). The maximum amount of the Subsequent Offering would be NOK 6 million, equal to 20 percent of the Debt Conversion, and representing up to 600,000,000 new shares in the Company
PROPOSED AMENDMENT OF CONVERTIBLE BOND
The Company has a senior convertible bond (the “Convertible Bond”) issued by an affiliate of Heights Capital Management (“Heights”) with an outstanding principal amount of NOK 66,640,000. On 10 March 2025, the Company and Heights entered into a Commitment Letter with an accompanying term sheet for an amendment agreement whereby the terms of the Convertible Bond will be amended such that, inter alia, (i) the principal amount of the Bonds will be reduced by 25% (which would result in an aggregate principal amount under the Bonds of NOK 49,980,000), (ii) subject to the Company’s consummation of any further equity raise on market terms by no later than 31 December 2025, the principal amount of the Bonds would be reduced by a further 25% (which would result in an aggregate principal amount under the Bonds of NOK 33,320,000), (iii) the conversion period shall be the period from (and including) 1 September 2025 to (and including) the date falling two Oslo business days prior to the Final Maturity Date, provided that if, at any time the market price of the share in the Company is NOK 0.10 or more, the Bondholder shall be permitted to exercise its Conversion Rights under the Bonds for so long as such price is maintained, (iv) the conversion price is reset to be NOK 0.065 and the minimum prevailing market price is reset to be NOK 0.01, (v) any provisions under the Bonds relating to the Bondholder’s rights to exercise Amortised Payment Advancements shall not apply and will be deleted in their entirety. The amendments to the Convertible Bond will be subject to the EGM of the Company approving (i) the above-mentioned amendments to the Bond Agreement, (ii) the amendments to the Bond Agreement previously announced by the Company in September and November 2024, (iii) the Share Capital Decrease, and (iv) the Debt Conversion.
ABOUT THIS NOTICE
The information in this stock exchange announcement is considered to be inside information pursuant to the EU Market Abuse Regulation and is published in accordance with section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was issued by Erling Svela, VP Finance, on 11 March 2025 at 07:26 CEST on behalf of the Company.
FOR FURTHER INFORMATION, CONTACT:
Marianne Bøe, Head of Investor Relations, + 47 91800186
Kristian Flaten, CFO, +47 95092322
E-mail: ir@idexbiometrics.com (mailto:ir@idexbiometrics.com)
ABOUT IDEX BIOMETRICS
IDEX Biometrics ASA (OSE: IDEX) is a global technology leader in fingerprint biometrics, offering authentication solutions across payments, access control, and digital identity. Our solutions bring convenience, security, peace of mind and seamless user experiences to the world. Built on patented and proprietary sensor technologies, integrated circuit designs, and software, our biometric solutions target card-based applications for payments and digital authentication. As an industry-enabler we partner with leading card manufacturers and technology companies to bring our solutions to market.
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase any securities. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is not an offer of securities for sale in the United States. 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 applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Any public offering of securities to be made in the United States would be made by means of a prospectus to be obtained from the Company that would contain detailed information about the Company and management, as well as financial statements; however, the Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made to “qualified institutional buyers” as defined in Rule 144A under the Securities Act or, with respect to institutions or to any existing director or executive officer of the Company only, “accredited investors” as defined in Regulation D under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any 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 for 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.
Matters discussed in this announcement may constitute forward-looking statements, including in respect of the manner in which the Company intends to utilize the proceeds from the Private Placement. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. This announcement is made by, and is the responsibility of, the Company. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company.
