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| Land | Norge |
|---|---|
| Lista | Oslo Bors |
| Sektor | Informationsteknik |
| Industri | Elektronisk utrustning |
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2026-05-19 15:35:00
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Reference is made to the stock exchange announcement published by NEXT
Biometrics Group ASA (the "Company"), on 18 March 2026, regarding a contemplated
partially underwritten rights issue in the Company, raising gross proceeds of up
to NOK 50 million (the "Rights Issue"), and the subsequent stock exchange
announcements setting out the key information relating to the Rights Issue
published on 18 March 2026 and the updated key information relating to the
rights issue published on 9 April 2026.
Updated key information relating to the Rights Issue is set out below.
Date on which the terms and conditions of the preferential Rights Issue were
announced: 18 March 2026.
Date of approval: 19 May 2026 (annual general meeting)
Last day including rights: 19 May 2026
Ex-date: 20 May 2026
Record Date: 21 May 2026
Maximum number of new shares to be issued in the Rights Issue: 50,000,000 new
shares (the "Offer Shares")
Subscription price: NOK 1
Ratio preferential rights: 4.1715
Subscription ratio: 1:1 (number of new shares in the Company per subscription
right)
Manager: Arctic Securities AS
Will the rights be listed: Yes, the Company will apply for listing of the
subscription rights on Euronext Oslo Børs.
ISIN for the subscription rights: NO 0013739599
Warrants: The subscribers in the Rights Issue will for every two (2) Offer
Shares allocated in the Rights Issue, receive one warrant (Nw.: frittstående
tegningsrett) (the "Warrants") issued by the Company for no additional
consideration. The maximum number of Warrants to be issued to the subscribers of
Offer Shares in the Rights Issue is 25,000,000 Warrants. Each Warrant will give
the holder the right to subscribe for one new share in the Company at an
exercise price per share equal to the subscription price in the Rights Issue.
Half of the Warrants issued to the subscribers of Offer Shares in the Rights
Issue may only be exercised from 17 March 2027 at 09:00 (CET) to 31 March 2027
at 16:30 (CEST), having ISIN NO 0013740621 (the "March 2027 Warrants") (the
"March 2027 Warrants Exercise Period"), and half of the Warrants issued to the
subscribers of Offer Shares in the Rights Issue may only be exercised from 17
June 2027 at 09:00 (CEST) to 1 July 2027 at 16:30 (CEST), having ISIN NO
0013740720 (the "June 2027 Warrants") (the "June 2027 Warrants Exercise Period",
and together with the March 2027 Warrants Exercise Period, the "Exercise
Periods"). The Warrants will be transferable and may be admitted to trading on
Euronext Oslo Børs.
Other information: Reference is made to the stock exchange announcements
published by the Company on 18 March 2026. Completion of the Rights Issue is
subject to (i) the completion of a share capital decrease by the reduction of
the nominal value of the Company's shares expected on or about 22 May 2026 (the
"Share Capital Reduction"), following expiry of a six-week creditor notice
period under Section 12-5 of the Norwegian Public Limited Liability Companies
Act, and (ii) the Financial Supervisory Authority of Norway having approved, and
the Company having published, a prospectus.
For further information, please contact:
Ulf Ritsvall (CEO), ulf.ritsvall@nextbiometrics.com
Eirik Underthun (CFO), eirik.underthun@nextbiometrics.com
This information is subject to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.
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.
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 (EU) 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 who fall within the definition of "investment
professionals" in 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 falling within Article 49(2)(a) to (d) of the Order; or (iii) are
other persons to whom it otherwise lawfully be communicated (all such persons
together being referred to as "Relevant Persons"). Any person who is not a
Relevant Person must not act or rely on this Investor Presentation or any of its
contents. 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 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. 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.
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.
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.
e 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.\