NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN 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.
Oslo, Norway, 21 July 2025.
Reference is made to the stock exchange announcement published earlier today on 21 July 2025 by IDEX Biometrics ASA (“IDEX” or the “Company”) regarding a contemplated underwritten private placement (the “Private Placement”) of new shares in the Company (the “Offer Shares”), where Arctic Securities AS has acted as manager and bookrunner (the “Manager”).
The Private Placement has been successfully completed, raising gross proceeds to the Company of NOK 30,000,000, through the issuance of 9,090,909 Offer Shares at a subscription price per Offer Share of NOK 3.30 (the “Offer Price”).
The net proceeds from the Private Placement will be used for the Company’s commercialization efforts in line with the new business strategy announced in March 2025 as well as for general corporate purposes.
Altea AS, Pinchcliffe AS (closely associated company of the CEO and CFO, Anders Storbråten), Anders Storbråten, Charles Street International Ltd. (Robert Keith) and K-Konsult AS (closely associated company of the chairperson of the board of directors, Morten Opstad) (the “Underwriters”) had, subject to customary conditions, accepted to be allocated Offer Shares that were not applied for during the Application Period (as defined herein) for up to NOK 30,000,000 pursuant to an underwriting agreement entered into with the Company (the “UWA”). An underwriting fee equal to 5% of the underwriting commitment by each Underwriter will be payable by the Company to each of the Underwriters in the form of a total of 454,542 new shares in the Company (the “Underwriting Shares”), subject to the approval and issuance of the Underwriting Shares by the EGM (as defined herein).
The Private Placement was divided into two tranches: Tranche 1 (“Tranche 1”) consisted of 4,731,594 Offer Shares, and the share capital increase related to Tranche 1 have been resolved by the board of directors (the “Board”) pursuant to an authorization granted by the Company’s general meeting held on 21 May 2025 (the “Authorization”). Tranche 2 (“Tranche 2”) will consist of the number of Offer Shares that, together with the Tranche 1 shares, is necessary in order to raise gross proceeds of NOK 30 million. The issuance of Offer Shares in Tranche 2 remains subject to approval by an extraordinary general meeting, scheduled to be held on or about 14 August 2025 (the “EGM”). Applicants will receive a pro rata portion of shares from Tranche 1 and Tranche 2 based on their overall allocation in the Private Placement, with the exception of the Underwriters, which have agreed that the new shares it is allocated in the Private Placement will all be allocated in Tranche 2.
The completion of Tranche 1 is otherwise subject to (i) the Share Lending Agreement and the UWA remaining in full force and effect (“Tranche 1 Conditions”). The completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) approval by the EGM and (iii) the Share Lending Agreement and the UWA remaining in full force and effect (“Tranche 2 Conditions”). Both the Tranche 1 Conditions and the Tranche 2 Conditions include the share capital increase pertaining to the issuance of the allocated Offer Shares under such tranche being validly registered with the Norwegian Register of Business Enterprises and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository Euronext Securities Oslo (“VPS”). Completion of Tranche 1 is not conditional upon completion of Tranche 2, and acquisition of shares in Tranche 1 will remain final and binding and cannot be revoked or terminated by the respective applicants if Tranche 2 is not completed. The Board reserves the right to cancel, and/or modify the terms of the Private Placement, at any time and for any reason prior to delivery of the Offer Shares in Tranche 1, without or on short notice. The applicant acknowledges that Tranche 1 and Tranche 2 of the Private Placement will be cancelled if the relevant conditions for such tranches (or issuance) are not fulfilled, and may be cancelled by the Board in its sole discretion for any other reason whatsoever prior to delivery of the Offer Shares in Tranche 1. Neither the Manager nor the Company will be liable for any losses if the Private Placement is cancelled or modified, irrespective of the reason for such cancellation or modification.
Following completion of Tranche 1, the Company’s share capital will be NOK 52,095,850 divided into 52,095,850 shares, each with a par value of NOK 1.00. Following completion of Tranche 2 of the Private Placement and issuance of the Underwriting Shares, both subject to EGM approval, the Company’s share capital will be NOK 56,909,707 divided into 56,909,707 shares, each with a par value of NOK 1.00.
The Private Placement (Tranche 1 and Tranche 2) will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement entered into between the Company, the Manager and an existing shareholder (the “Share Lending Agreement”). The Share Lending Agreement will be settled with the new shares in the Company issued by the Board pursuant to the Authorization (as described above) and issued by the EGM, as applicable.
Settlement of Tranche 1 of the Private Placement is expected to take place on a delivery versus payment basis on or about 24 July 2025. Settlement of Tranche 2 of the Private Placement is expected to take place on a delivery versus payment basis on or about 18 August 2025.
The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and deems that the Private Placement is in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved.
Taking into consideration that the Private Placement was conducted as a publicly announced bookbuilding process and a market-based subscription price was achieved, the Board has concluded that a subsequent offering towards existing shareholders is not necessary.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. This stock exchange release was published by Kjell-Arne Besseberg, Chief Operating Officer, on 21 July 2025 at 23:15 CEST.
About IDEX Biometrics ASA
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 information:
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 of the Company. 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.
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. The Company does not intend to register any part of the offering or its 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 solely to “qualified institutional buyers” as defined in Rule 144A 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU 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. 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 believes 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 investment levels and need for the Company’s services, 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.
Neither the Manager nor any of their affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
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. Neither the Manager nor any of their affiliates accept any liability arising from the use of this announcement.
