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
announcement setting out the key information relating to the Rights Issue on 18
March 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 ("AGM"))
Last day including rights: 19 May 2026
Ex-date: on or about 20 May 2026
Record Date: 21 May 2026
Maximum number of new shares to be issued in the Rights Issue: 50,000,000,
subject to the completion of the reverse share split in the ratio of 10:1 (the
"Reverse Share Split") as resolved by the Company's extraordinary general
meeting held 7 April 2026 (the "EGM").
Subscription price: NOK 0.10 per new share, however such that the subscription
price per new share shall be adjusted following completion of the Reverse Share
Split as resolved by the EGM, resulting in a subscription price of 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 preferential rights: NO 0013739599
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, inter alia, (i) the completion of the Reverse Share Split, (ii) the
completion of a share capital decrease by the reduction of the nominal value of
the Company's shares (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, (iii) the AGM having resolved the Rights Issue,
and (iv) the Financial Supervisory Authority of Norway having approved, and the
Company having published, the a prospectus. The EGM was held on 7 April 2026,
while the notice of the AGM will be published in a separate stock exchange
announcement three weeks prior to the date of the AGM.
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