IDEX Biometrics ASA: Private placement of NOK 70 million successfully placed

17 Sep 2024 00:17 CEST

NOTE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.

PRIVATE PLACEMENT PLACED
Reference is made to the press release from IDEX Biometrics ASA ("IDEX" or the
"Company") published earlier today, 16 September 2024, regarding a contemplated
private placement of new shares to raise gross proceeds of NOK 55-65 million
(the "Private Placement").

The Private Placement has been successfully placed and attracted strong interest
and was significantly oversubscribed. The Private Placement will raise gross
proceeds to the Company of NOK 70 million, through the issue of 466,666,666 new
shares (the "Offer Shares") at a price of NOK 0.15 per Offer Share (the "Offer
Price").

The net proceeds from the Private Placement will be used to fund the Company's
continued commercialization efforts, necessary product development and market
development expenses, working capital needs, as well as capital expenditures and
other general corporate purposes.

STRUCTURE OF THE PRIVATE PLACEMENT
The Private Placement is divided into two tranches. 101,624,966 Offer Shares
have been allocated in the first Tranche ("Tranche 1" and the "Tranche 1 Offer
Shares") and 365,041,700 Offer Shares have been allocated in the second tranche
("Tranche 2" and the "Tranche 2 Offer Shares"). Completion of Tranche 1 will, in
addition to the further conditions described below, be subject to the board of
directors (the "Board") being granted a board authorization which can be used to
issue the Tranche 1 Offer Shares (the "Board Authorization") by the
extraordinary general meeting of the Company to be held on 23 September 2024
("EGM I"). Completion of Tranche 2 will, in addition to the further conditions
described below, be subject to approval by an extraordinary general meeting of
the Company expected to be held on or about 9 October 2024 ("EGM II").

The subscribers in the Private Placement will without cost be allocated two
warrants (Nw. "frittstående tegningsretter"), Warrants A and Warrants B,
respectively, issued by the Company for every two Offer Shares allocated to, and
paid by, them in the Private Placement (the "Warrants" and the "Warrants
Issuance"). Each Warrant will give the holder a right to subscribe for one new
share in the Company at a subscription price equal to the Offer Price. Warrants
A may only be exercised within the first 14 days following the Company's
announcement of its Q4 2024 financial report (announcement expected on 27
February 2025), and all Warrants A not exercised within such period will lapse
without compensation to the holder. Warrants B may only be exercised from 31
March 2025 to 11 April 2025, and all Warrants B not exercised within such period
will lapse without compensation to the holder. The Company shall use reasonable
efforts to seek to ensure that the Warrants are admitted to trading on the Oslo
Stock Exchange as soon as possible following their issuance, but there can be no
assurance that such admittance to trading will be obtained. The Warrants will be
registered in the VPS.

Completion of Tranche 1 through delivery of the Tranche 1 Offer Shares will be
subject to (i) approval by the Board, (ii) approval of the Board Authorization
by EGM I, and (iii) registration of the share capital increase pertaining to the
Tranche 1 Offer Shares with the Norwegian Register of Business Enterprises (the
"NRBE") (jointly the "Tranche 1 Conditions"). Completion of Tranche 2 through
delivery of the Tranche 2 Offer Shares will be subject to (i) completion of
Tranche 1, (ii) approval by EGM II, and (iii) registration of the share capital
increase pertaining to the Tranche 2 Offer Shares with the NRBE (jointly the
"Tranche 2 Conditions" and, together with the Tranche 1 Conditions, the
"Conditions"). Completion of Tranche 1 will not be conditional upon or otherwise
affected by the completion of Tranche 2 and/or the Warrants Issuance, and the
applicants' acquisition of Tranche 1 Offer Shares will remain final and binding
and cannot be revoked, cancelled or terminated by the respective applicants if
Tranche 2 and/or the Warrants Issuance, for whatever reason, is/are not
completed. Delivery of the Warrants will be subject to approval by EGM II and
satisfaction of the Conditions for the respective tranches.

Investors being allocated Offer Shares in the Private Placement undertake to
vote for all their shares in the Company as of the record date for the relevant
EGM in favour of, or give a voting proxy to be used in favour of, (i) the
approval of the Board Authorization at EGM I and (ii) the resolutions to issue
the Tranche 2 Offer Shares and the Warrants and to carry out the Subsequent
Offering (as defined below) at EGM II.

Conditional allocation of the Offer Shares and the Warrants has been determined
by the Board, in consultation with the Manager, following expiry of the
bookbuilding period. Notification of conditional allocation and settlement
instructions will be communicated to investors on 17 September 2024.

SETTLEMENT AND TRADING
Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery
versus payment ("DvP") basis on or about 26 September 2024. Settlement of the
Tranche 2 Offer Shares is expected to take place on a DvP basis on or about 14
October 2024. The DvP settlement will be facilitated through a prefunding
agreement expected to be entered into between the Company and the Manager.
Delivery of the Warrants is expected to take place on or about 14 October 2024.

The Offer Shares are expected to become tradable on the Oslo Stock Exchange by
the end of October 2024, following (i) satisfaction of the relevant Conditions
and (ii) publication by the Company of a prospectus approved by the Norwegian
Financial Supervisory Authority (the "Prospectus"). The Offer Shares will,
following registration of the share capital increase pertaining to the relevant
Offer Shares with the NRBE, be delivered on a separate and non-tradable ISIN,
pending publication of the Prospectus, and will only be tradable on the Oslo
Stock Exchange after the Prospectus has been published. Admission to trading of
the Warrants on the Oslo Stock Exchange is subject to approval and publication
of the Prospectus.

EQUAL TREATMENT CONSIDERATIONS
The Board has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the Norwegian
Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for
companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's
Guidelines on the rule of equal treatment, and deems that the proposed 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, the funding alternatives currently available to the Company, and the
Company's urgent funding requirements. 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. The Company is of
the view that a rights issue would need to be guaranteed by a consortium of
underwriters, which would entail an added cost for the Company. By structuring
the equity raise as a private placement, the Company has been able to raise
equity efficiently, with a 37.5 percent discount to the closing price on the
Oslo Stock Exchange on 16 September 2024, and at a lower cost than in a rights
issue.

SUBSEQUENT OFFERING
The Company will carry out a subsequent repair offering of new shares at the
Offer Price directed towards existing shareholders in the Company as of 16
September 2024 (as registered in the VPS on 18 September 2024), who were not
allocated Offer Shares in the Private Placement and who are not resident in a
jurisdiction where such offering would be unlawful or, for jurisdictions other
than Norway, would require any prospectus, filing, registration or similar
action (the "Subsequent Offering". The Subsequent Offering remains subject to
among other things (i) completion of the Private Placement, (ii) relevant
corporate resolutions, including approval by the Board and EGM II, (iii) the
prevailing market price of the Company's shares being higher than the Offer
Price, and (iv) approval of the Prospectus. The offer price in the Subsequent
Offering will be equal to the Offer Price in the Private Placement and
shareholders participating in a Subsequent Offering will be offered the same
warrant structure terms as investors in the Private Placement. Oversubscription
will be permitted, but subscription without subscription rights will not be
permitted. The net proceeds from the Subsequent Offering will be used for the
same purposes as in the Private Placement (as stated above). The maximum amount
of the Subsequent Offering would be NOK 21 million, equal to 30 percent of the
Private Placement, and representing up to 140,000,000 new shares in the Company.


ABOUT THIS NOTICE
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.

This stock exchange announcement was issued by Erling Svela, VP finance, on 16
September 2024 at 24:15 CEST on behalf of the Company.

CONTACT PERSON
Marianne Bøe, Head of Investor Relations
E-mail: marianne.boe@idexbiometrics.com
Tel: +47 91 80 01 86

ABOUT IDEX BIOMETRICS
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 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. 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.

This announcement is not an offer of securities for sale in the United States.
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.
Any public offering of securities to be made in the United States would be made
by means of a prospectus to be obtained from the Company that would contain
detailed information about the Company and management, as well as financial
statements; however, the Company does not intend to register any part of the
offering or their 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 to "qualified
institutional buyers" as defined in Rule 144A under the Securities Act or, with
respect to institutions or to any existing director or executive officer of the
Company only, "accredited investors" as defined in Regulation D 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 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, including in respect of the manner in which the Company intends to
utilize the proceeds from the Private Placement. 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.

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 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.

This announcement is made by, and is the responsibility of, the Company. 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 in the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.

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