Oslo Bors

May 24, 2023

IDEX BIOMETRICS ASA Oslo, NORWAY NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. Oslo, 24 May 2023. IDEX Biometrics ASA (the "Company"), a leading provider of advanced fingerprint identification and authentications solutions, has retained ABG Sundal Collier ASA and Arctic Securities AS as Joint Bookrunners (the "Managers") to advise on and effect a private placement (the "Private Placement") of new shares in the Company (the "Offer Shares") to raise gross proceeds of approximately NOK 100-150 million. The net proceeds from the Private Placement will be used to accelerate the Company’s product commercialization and for working capital and general corporate purposes. The subscription price per Offer Share (the "Offer Price") and the number of Offer Shares to be issued in the Private Placement will be determined by the board of directors of the Company (the "Board") following an accelerated bookbuilding process. The bookbuilding period commences today at 16:30 CEST and ends at 08:00 CEST on 25 May 2023. The bookbuilding period may, at the discretion of the Company and the Managers, close earlier or later and may be cancelled at any time and, consequently, the Company may refrain from completing the Private Placement. The Company will announce the final number of Offer Shares placed and the final Offer Price in a stock exchange announcement expected to be published before the opening of trading on the Oslo Stock Exchange tomorrow, 25 May 2023. The Private Placement will be directed towards Norwegian and international investors, in each case subject to applicable exemptions from relevant prospectus, filing or other registration requirements. The minimum application and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from relevant prospectus and registration requirements pursuant to applicable regulations, including Regulation (EU) 2017/1129 (the EU Prospectus Regulation) and ancillary regulations, are available. The Private Placement will be divided into two tranches. Tranche 1 will consist of 116,897,492 Offer Shares (representing approximately 10% of the outstanding shares in the Company) ("Tranche 1" and the "Tranche 1 Offer Shares"). Tranche 2 will consist of up to the number of Offer Shares that, together with the Tranche 1 Offer Shares, is necessary in order to raise gross proceeds of NOK 100-150 million ("Tranche 2" and the "Tranche 2 Offer Shares"). Allocations of Offer Shares to investors are expected to be split between Tranche 1 and Tranche 2 on a pro rata basis. Completion of Tranche 2 will be subject to approval by an extraordinary general meeting of the Company expected to be held on or about 16 June 2023 (the "EGM"). Allocation of Offer Shares will be determined by the Board at its sole discretion, in consultation with the Managers, following the expiry of the bookbuilding period, however subject to approval by the EGM in respect of Tranche 2. Allocation will be based on criteria such as (but not limited to), existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications, and there is no guarantee that any applicant will be allocated Offer Shares. Notification of allocation and payment instructions are expected to be issued to the applicants on or about 25 May 2023 through a notification to be issued by the Managers. Completion of Tranche 1 is subject to approval by the Board. Completion of Tranche 2 is subject to completion of Tranche 1 and (ii) the approval by the EGM. Further to this, completion of both Tranche 1 and Tranche 2 are subject to the Company resolving to consummate the Private Placement and allocate the Offer Shares. Completion of Tranche 1 will not be conditional upon or otherwise affected by the completion of Tranche 2, 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, for whatever reason, is not completed. Investors being allocated shares in the Private Placement undertake to vote in favour of Tranche 2 at the EGM. Both Tranche 1 and Tranche 2 will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement entered into between the Company, the Managers and certain existing shareholders (the "Share Lending Agreement"). The share loan in Tranche 1 will be settled with new shares in the Company to be resolved issued by the Board pursuant to an authorisation by the Company’s annual general meeting held on 23 May 2023 . The share loan in Tranche 2 will be settled with new shares in the Company expected to be issued following, and subject to, approval by the EGM. The new shares to be redelivered to the lenders under the Share Lending Agreement will, to the extent required, be delivered on a separate and non-tradable ISIN, pending publication by the Company of a listing prospectus approved by the Norwegian Financial Supervisory Authority. Settlement of the Tranche 1 Offer Shares is expected to take place on a delivery versus payment basis on or about 30 May 2023. Settlement of the Tranche 2 Offer Shares is expected to take place on a delivery versus payment basis on or about 20 June 2023, subject to approval by the EGM. The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to delivery of the Tranche 1 Offer Shares. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation. 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 and the funding alternatives currently available to the Company. 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 the discount in a rights issue would have to be quite significant, and 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 is expected to be in a position to raise capital at a better share price, at a lower cost and with significantly lower risk than in a rights issue. The Company may, subject to completion of the Private Placement, approval from the EGM and certain other conditions, consider to carry out a subsequent repair offering of new shares at the Offer Price directed towards existing shareholders in the Company as of 24 May 2023 (as registered in the VPS on 26 May 2023), 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. 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 published by Marianne Bøe, Head of Investor Relations on 24 May 2023 at 16:30 CEST on behalf of the Company. Contact person: