IDEX Biometrics ASA: Private Placement successfully placed
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, 29 April 2026: Reference is made to the stock exchange announcement by IDEX Biometrics ASA ("IDEX" or the "Company") on 28 April 2026 regarding a contemplated private placement of a number of shares corresponding to approx. 10% of the outstanding shares in the Company by issuance of new shares in the Company (the "Private Placement").
IDEX is pleased to announce that the Private Placement has been successfully completed. On the back of strong interest from new existing shareholders and new investors, the Board has allocated a total of 9,696,969 new shares (the "Offer Shares"), corresponding to approx. 14.9% of the outstanding shares in the Company, at a subscription price of NOK 8.25 per share (the "Offer Price"), raising gross proceeds of approx. NOK 80 million.
The net proceeds from the Private Placement will be used to fund the Company's commercialization phase and to accelerate time to profitability, repayment of the outstanding convertible bonds under the Convertible Loan held by Heights Capital Management in the amount of approx. NOK 22 million representing a full and final settlement of the Convertible Loan, working capital needs and other general corporate purposes.
The pre-committing investors, CEO Anders Storbråten (privately/through Altea AS) and Robert Keith (the "Pre-Committed Investors"), have each been allocated 1,212,121 Offer Shares in the Private Placement, corresponding to a subscription of approx. NOK 10 million each.
Information about allocation in the Private Placement to primary insiders and close associates of primary insiders pursuant to the Market Abuse Regulation article 19 will be published in a separate stock exchange announcement.
Notification of allocation (conditional with respect to the Tranche 2 Offer Shares (as defined below)) is expected to be distributed to the applicants by the Manager (as defined below) on or about 29 April by 08:00 (CEST).
Completion of the Private Placement will be divided into two tranches. The first tranche ("Tranche 1") comprises 6,401,196 Offer Shares (the "Tranche 1 Offer Shares") resolved issued by the Board pursuant to the board authorization granted by the Company's extraordinary general meeting on 20 January 2026. The second tranche ("Tranche 2") will comprise 3,295,773 Offer Shares (the "Tranche 2 Offer Shares") to be resolved issued by the Board pursuant to the board authorization granted by the Company's extraordinary general meeting on 27 March 2026.
Completion of Tranche 1 is subject to (i) the Board resolving to consummate the Private Placement and allocate the Offer Shares, (ii) a resolution by the Board to issue the Tranche 1 Offer Shares pursuant to the board authorization granted by the Company's extraordinary general meeting on 20 January 2026, and (iii) the Share Lending Agreement being unmodified and in full force and effect (the "Tranche 1 Conditions"). Completion of Tranche 2 is subject to (i) the completion of Tranche 1, (ii) a resolution by the Board to issue the Tranche 2 Offer Shares pursuant to the board authorization granted by the Company's extraordinary general meeting on 27 March 2026, and (iii) the Share Lending Agreement being unmodified and in full force and effect (the "Tranche 2 Conditions", and together with the Tranche 1 Conditions, the "Conditions").
Completion of Tranche 1 is not conditional upon completion of Tranche 2. The settlement of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2 is not completed.
Subject to the satisfaction of the Tranche 1 Conditions, settlement of Tranche 1 is expected to take place on or about 4 May 2026. To facilitate expedited settlement, the Share Lender (as defined below) has agreed to lend existing, unencumbered shares listed on Euronext Oslo Børs to the Manager, enabling delivery of all Offer Shares allocated in the Private Placement (except for shares allocated to the Share Lender and certain other investors) in Tranche 1. Shares allocated in Tranche 2 may be delivered as Tranche 1 Offer Shares pursuant to agreement with the Share Lender. In the event Tranche 2 does not complete, such shares will be settled in cash to the Share Lender.
The Offer Shares are expected to be settled on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs and borrowed from Anders Storbråten (the "Share Lender") pursuant to a share lending agreement entered into between the Company, the Manager and the Share Lender (the "Share Lending Agreement"). As a result, all applicants (except for the Share Lender) who have been allocated Offer Shares in the Private Placement will receive tradeable shares upon delivery.
The share capital increases pertaining to Tranche 1 and Tranche 2 are expected to be registered with the Norwegian Register of Business Enterprise (the "NRBE") on or about 5 May 2026 and 8 May 2026, respectively. The Offer Shares to be issued by the Board in Tranche 1 and Tranche 2 will be used to settle the Manager's obligation to redeliver shares to the Share Lender pursuant to the Share Lending Agreement.
Listing of Offer Shares in excess of 5,589,059 Offer Shares requires approval and publication of a listing prospectus (the "Prospectus") as approved by the Norwegian Financial Supervisory Authority. Such excess Offer Shares will be issued on a separate, unlisted ISIN and will only become tradable on Euronext Oslo Børs following approval and publication of the Prospectus, expected during Q2 2026.
Following registration of the share capital increase pertaining to the Tranche 1 Offer Shares (in addition to 100,000 shares to be issued to a consultant under a consultancy agreement with the Company) with the NRBE, the Company will have a share capital of NOK 71,513,159 divided into 71,513,159 shares, each with a par value of NOK 1. Following registration of the share capital increase pertaining to the Tranche 2 Offer Shares with the NRBE, the Company will have a share capital of NOK 74,808,932 divided into 74,808,932 shares, each with a par value of NOK 1.
EQUAL TREATMENT CONSIDERATIONS
The Private Placement represent a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Liabilities Companies Act and concluded that the transaction structure is in the common interest of the Company and its shareholders. In particular, the Board notes that the Private Placement is being carried out at a subscription price of NOK 8.25 per share, compared to NOK 5.83 in the previously proposed private placement directed at ID Centric, resulting in significantly lower dilution for existing shareholders.
In order to mitigate the dilutive effect of the Private Placement, and also providing Eligible Shareholders (as defined below) with the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement, the Board has proposed to carry out a subsequent offering of up to 2,424,242 new shares in the Company at the Offer Price, raising gross proceeds of approximately up to NOK 20 million (the "Subsequent Offering").
The Subsequent Offering will be directed towards existing shareholders in the Company of 28 April 2026 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer shares in the Private Placement, and (iii) 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. ("Eligible Shareholders").
The Subsequent Offering is conditional upon, inter alia, necessary corporate resolutions being made. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering. The Company will issue a separate stock exchange announcement with further details on the Subsequent Offering if and when finally resolved by the Company.
ADVISORS:
Arctic Securities AS (the "Manager") is acting as Sole Manager and Bookrunner in the Private Placement.
Advokatfirmaet Selmer AS is acting as legal advisor to IDEX Biometrics ASA.
For more information, please contact:
Anders Storbråten, CEO and CFO Tel: +47 416 38 582 E-mail: ir@idexbiometrics.com
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.
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, at the time and date stated above.
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. 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.
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 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.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement has been offered by means of a set of subscription materials provided to potential investors, except for the potential Subsequent Offering which will be made on the basis of a listing and offering prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials or for the Subsequent Offering, the prospectus.
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 "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any Member State.
In the United Kingdom, this communication is only addressed to and is only directed at persons who are "qualified investors", as defined in paragraph 15 of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024, and who are: (i) persons having professional experience in matters relating to investments falling within Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"): or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom it otherwise lawfully be communicated (all such persons being "Relevant Persons"). Securities issued by the Company are only available to, and any invitation, offer or agreement to purchase securities will be engaged in only with, Relevant Persons. These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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. Any 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 their 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 operates, 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 make any guarantee 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 announcement.
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 its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility or liability 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 of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.