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Beskrivning

LandNorge
ListaOB Match
SektorInformationsteknik
IndustriElektronisk utrustning
NEXT Biometrics Group är en teknikkoncern. Bolaget specialiserar sig inom utvecklandet av sensorteknik. Idag innehas en upparbetad patenterad sensorteknologi för läsning utav fingeravtryck, som bland annat används som funktion i kort, läsplattor och mobiltelefoner. Verksamhet innehas på global nivå med kontor i Asien, Europa och Nordamerika. Bolaget grundades 2000 och har huvudkontor i Oslo, Norge.
2023-09-26 16:30:00
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, 26 September 2023: NEXT Biometrics Group ASA (OSE: NEXT) ("NEXT" or the
"Company") hereby announces a contemplated private placement of new shares in
the Company (the "Offer Shares") to raise gross proceeds of between NOK 40
million and NOK 60 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 5.00 per share (the "Offer Price"). The
total number of Offer Shares to be issued in the Private Placement will be
determined by the board of directors (the "Board") in consultation with the
Manager.

The net proceeds to the Company from the Private Placement will be used to
ensure a healthy balance sheet and meet working capital requirements due to
substantial orders.

Certain primary insiders, existing shareholders and new investors have
collectively pre-committed to subscribe for Offer Shares for more than NOK 40
million at the Offer Price in the Private Placement.

Based on a limited wall-crossing exercise prior to launch, the Manager has
received indications of interest to subscribe for Offer Shares so that the
Private Placement is covered in the low end of the offer size range at the start
of the application period.

The Company and members of the Board as well as the Company's new CEO and the
CFO 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, including to its employees or related individuals such as friends
and/or family members.

The application period will commence today, on 26 September 2023, at 16:30 hours
(CEST) and end on 27 September 2023 at 08:00 hours (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) pre-commitments, indications from the wall-crossing
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 27 September 2023 before 09:00 hours (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 12 May 2023, (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 29 September 2023,
following the share capital increase pertaining to the Offer Shares being
registered with the NRBE, expected on or about 28 September 2023. 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 28
September 2023.

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
emphasised 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 existing shareholders. The Offer Price has been
set on the basis of indications from wall-crossed investors and represents a
limited discount compared to the price quoted on the Oslo Stock Exchange.

This 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.

Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in
connection with the Private Placement.

For further information, please contact:
Peter Heuman, CEO
Email: peter.heuman@nextbiometrics.com

Eirik Underthun, CFO
Email: eirik.underthun@nextbiometrics.com

About NEXT Biometrics:
NEXT provides advanced fingerprint sensor technology that delivers uncompromised
security and accuracy for the best possible user experience in the smart cards
government ID, access control and notebook markets. The company's patented NEXT
Active Thermal TM principle allows the development of large, high quality
fingerprint sensors both rigid and flexible formats. NEXT Biometrics Group ASA
(www.NEXTBiometrics.com) is headquartered in Oslo, with sales, support and
development operations in Seattle, Taipei, Bengaluru and Shanghai.

This stock exchange announcement was published by Eirik Underthun, CFO at NEXT
Biometrics Group ASA, on 26 September 2023, at 16:30 hours (CEST).

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 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 "U.S.
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 U.S. 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 U.S. 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 (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 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 Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "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.
Any investment or investment activity to which this announcement 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.

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 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. 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 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.