NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH
AFRICA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF
ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 15 October 2024: NEXT Biometrics Group ASA (OSE: NEXT) ("NEXT" or the
"Company") hereby announces a contemplated private placement of up to 5,500,000
new shares in the Company (the "Offer Shares") to raise gross proceeds of
approximately NOK 40 million (the "Private Placement"). The Company has engaged
Pareto Securities AS as sole manager and sole bookrunner (the "Manager") to
advise on and effect the contemplated Private Placement.
The offer price per Offer Share is NOK 7.30 (the "Offer Price"). The total
number of Offer Shares to be issued in the Private Placement will be determined
by the board of directors of the Company (the "Board") in consultation with the
Manager.
The net proceeds to the Company from the Private Placement will be used as
necessary working capital related to its growing pipeline of orders.
Certain large existing shareholders and new investors have, during the
pre-sounding phase of the Private Placement, indicated that they will subscribe
for Offer Shares for more than NOK 40 million at the Offer Price in the Private
Placement. In the case of applications from other existing shareholders, and/or
strong demand from other new investors, during the application period, the
indicating investors from the pre-sounding phase of the Private Placement may be
scaled back in order to accommodate for such interest.
Members of the Board as well as the Company's executive management (C-level)
have undertaken a six-month lock-up on customary terms and conditions.
The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000. However, the
Company may, at its sole discretion, offer and allocate Offer Shares for amounts
below the NOK equivalent of EUR 100,000 in the Private Placement to the extent
exemptions from prospectus requirements, in accordance with applicable
regulations, including the Norwegian Securities Trading Act, Regulation (EU)
2017/1129 on prospectuses for securities and ancillary regulations, are
available.
The application period will commence today, on 15 October 2024, at 16:30 CEST
and end on 16 October 2024 at 08:00 CEST. The Company may, however, at any time
resolve to shorten or extend the application period at its sole discretion and
for any reason. If the application period is shortened or extended, any dates
referred to herein may be amended accordingly.
The allocation of Offer Shares will be determined following the application
period, and the final allocation will be made at the sole discretion of the
Board (in consultation with the Manager). The Board will focus on criteria such
as (but not limited to) indications from the pre-sounding phase of the Private
Placement, existing ownership in the Company, timeliness of the application,
relative order size, sector knowledge, perceived investor quality and investment
horizon.
Notification of allocation will be sent to the applicants by the Manager on or
about 16 October 2024 before 09:00 CEST, subject to any shortenings or
extensions of the application period.
The completion of the Private Placement is subject to (i) all corporate
resolutions of the Company required to implement the Private Placement being
validly made by the Company, including, without limitation, the resolution by
the Board to increase the share capital of the Company and issue the Offer
Shares pursuant to an authorisation granted by the Company's annual general
meeting held on 16 May 2024, (ii) the pre-payment agreement referred to below
remaining in full force and effect, and (iii) the share capital increase
pertaining to the issuance of the allocated Offer Shares being validly
registered with the Norwegian Register of Business Enterprises (the "NRBE") and
the allocated Offer Shares being validly issued and registered in the Norwegian
Central Securities Depository (Euronext Securities Oslo or the "VPS") (jointly
the "Conditions").
The Offer Shares allocated in the Private Placement are expected to be settled
on a delivery versus payment (DvP) basis on or about 18 October 2024, following
the share capital increase pertaining to the Offer Shares being registered with
the NRBE, expected on or about 17 October 2024. The DvP settlement will be
facilitated by a pre-payment agreement expected to be entered into between the
Company and the Manager. The Offer Shares cannot be traded on the Oslo Stock
Exchange before the share capital increase pertaining to the issuance of the
Offer Shares has been registered with the NRBE. The Company will announce when
such registration has taken place, and the Company expects that the Offer Shares
will commence trading on the Oslo Stock Exchange on or about 17 October 2024.
The Company reserves the right to cancel, and/or modify the terms of, the
Private Placement at any time and for any reason prior to the Conditions having
been met. Neither the Company nor the Manager will be liable for any losses
incurred by applicants if the Private Placement is cancelled and/or modified,
irrespective of the reason for such cancellation or modification.
The Board has considered the structure of the contemplated offering of new
shares in light of the equal treatment obligations under the Norwegian Public
Limited Companies Act, the rules of equal treatment set out in the continuing
obligations for companies admitted to trading on the Oslo Stock Exchange and the
guidelines on the rules of equal treatment, and is of the opinion that the
proposed Private Placement is in compliance with these requirements.
The Board is of the view that it will be in the common interest of the Company
and its shareholders to raise equity through a transaction structured as a
private placement. The Board has when reaching this conclusion inter alia
emphasized that this transaction structure will allow for the Company to raise
new equity in a time and cost efficient manner, with limited execution risk. The
private placement constitutes a small share of the current outstanding share
capital with limited dilution to the ownership of non-participating
shareholders. The Offer Price has been set on the basis of indications from
wall-crossed investors and does not represent any discount compared to the price
quoted on the Oslo Stock Exchange on 15 October 2024.
Trading update
The Company is witnessing substantial interest in its products and has updated
its financial targets to include i) Q4 2024 revenue growth (quarter-on-quarter)
and EBITDA positive results, and ii) 2025 revenues of NOK 180-200 million and a
slight increase in OPEX related to sales and support activities.
For Q3 2024, the company reaffirms previously announced preliminary figures,
including: i) NOK 27 million in revenue, bringing last twelve months' revenue to
NOK 72 million, up 90% year-over-year