NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA,
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, 3 June 2026: Reference is made to the stock exchange announcement
published by NEXT Biometrics Group ASA (the "Company") on 26 May 2026, regarding
the commencement of the subscription period for the rights issue of up to NOK 50
million in the Company, of which NOK 41 million has been secured through
underwriting commitments (the "Rights Issue").
The shareholders of the Company as of 19 May 2026 (being registered as such in
the Norwegian Central Securities Depository (the "ES-OSL") as at the expiry of
21 May 2026 pursuant to the ES-OSL's standard two days' settlement procedure)
were granted tradeable subscription rights (the "Subscription Rights") in the
Rights Issue that, subject to applicable law, provide preferential rights to
subscribe for, and be allocated offer shares (the "Offer Shares") at a
subscription price of NOK 1.00 for each Offer Share.
The trading period in the Subscription Rights with ticker "NEXTT" will expire
today, on 3 June 2026 at 16:30 hours (CEST).
The subscription period for the Rights Issue will expire on 9 June 2026 at 16:30
hours (CEST).
Subscription Rights that are not sold before 16:30 hours (CEST) today, 3 June
2026 or not used to subscribe for Offer Shares before the expiry of the
subscription period on 9 June 2026 at 16:30 hours (CEST) will have no value and
will lapse without compensation to the holder.
For the complete terms and conditions, please refer to the prospectus published
in relation to the Rights Issue (the "Prospectus"), including the supplement to
the prospectus and the subscription form for the Rights Issue, which is
available at: www.arctic.com/offerings.
Subscription procedure:
Investors holding Subscription Rights who are Norwegian residents with a
Norwegian personal identification number and who wish to subscribe for Offer
Shares are encouraged to use the ES-OSL online subscription system by following
the link on Arctic Securities AS' (the "Manager") website:
www.arctic.com/offerings, which will redirect the subscriber to the ES-OSL
online subscription system.
Legal entities and foreign residents must submit the subscription form included
in the Prospectus in order to subscribe for Offer Shares.
Advisors
Arctic Securities AS is acting as manager in connection with the Rights Issue.
NEXT Investor contact:
Ulf Ritsvall (CEO), ulf.ritsvall@nextbiometrics.com
Eirik Underthun (CFO), eirik.underthun@nextbiometrics.com
# # # # #
About NEXT Biometrics
NEXT Biometrics is a pioneer of high-security biometric authentication, enabling
users to live simpler, safer lives.
NEXT Biometrics was founded on the belief that strong authentication and
identification can be secure, seamless and cost effective for governments and
businesses with Active Thermal® technology. More than 25 years later, NEXT
has retained its Norwegian heritage and grown to serve customers globally.
Today, our solutions are used by billions of users each year across 10+ national
ID and local programs, 150.000+ POS terminals, 25+ laptop and tablet models from
tier-1 OEMs, and physical and logical access control implementations.
Through state-of-the-art technology, deep industry expertise and close
collaboration with partners for seamless integration, Active Thermal® biometrics
can make life simpler and safer for everyone.
For more information, visit NEXT Biometrics, read our blog and follow us
on LinkedIn. NEXT Biometrics is listed on Euronext (NEXT.OL).
- IMPORTANT INFORMATION -
This announcement is not and does not constitute an offer of securities for sale
or a solicitation of an offer to purchase securities of the Company in the
United States or any other jurisdiction. Copies of this document may not be sent
to jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus approved by the Norwegian Financial Supervisory
Authority on 22 May 2026. This announcement is an advertisement and is not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
EEA Member State (the "Prospectus Regulation"). Investors should not subscribe
for any securities referred to in this announcement except on the basis of
information contained in the Prospectus. Copies of the Prospectus are available
from the Company's registered office and on the Manager's website.
In any EEA Member State other than Norway, 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. 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.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.
The Manager is acting for the Company in connection with the Rights Issue and no
one else and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Rights Issue or any transaction or arrangement referred to in
this announcement.
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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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 believes 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice.
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 of the Company. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Manager nor any of its
affiliates accepts any liability arising from the use of this announcement.
ce may be\
placed for any purpose on the information contained in this announcement or its\
accuracy\, fairness or completeness. Neither the Manager nor any of its\
affiliates accepts any liability arising from the use of this announcement.\