Shareholders in Precise Biometrics have a preferential right to subscribe two (2) new shares for nine (9) existing shares on the record day May 7, 2013.
The subscription price has been set to SEK 0,93 per share, which corresponds to a total issue amount of approx. SEK 54,7 million, contingent on that the share issue is fully subscribed.
A guarantee consortium has committed to subscribe to shares in the share issue up to 70% of the total issue amount, corresponding to SEK 38,5 million.
The subscription period runs between May 10 – 24, 2013.
BACKGROUND AND RATIONALE
In May 2012, Precise Biometrics launched the new product range Tactivo™, the world's first mobile shell with built-in fingerprint and smart card reader designed for smartphones and tablets. Precise Biometrics establishment in the market for smart devices occurs at a time when biometrics is implemented as part of the product range of manufacturers of smart devices. An example of this is the public bid that Apple placed in 2012 on AuthenTec, a provider of fingerprint and biometrics solutions. Through Apple's certification of the product series Tactivo, Precise Biometrics launched Tactivo for iPhone and iPad globally. The Company has announced several Tactivo-related collaborations and partnerships, such as with HID Global, Good Technology, Intercede and Sogeti. This means that Precise Biometrics with each partner can deliver secure mobile authentication to governments and businesses worldwide. In 2012, the Company received its first Tactivo-order from a vehicle manufacturer. Precise Biometrics also received Tactivo orders from two suppliers of software, Thursby Software Systems, plus an additional operator.
In the business area IAM, the Company has been selected by a leading provider of financial information services. The US-based customer has chosen Precise Biometrics as its new provider of fingerprint algorithms. The customer intends to improve the performance of existing and future fingerprint supported devices using Precise Biometrics' technology. Precise Biometrics has announced that one of the largest mobile operators start selling Tactivo. The mobile operator has placed an initial order for 5,000 Tactivo deliveries in March. The proceeds of the share issue will fund new orders involving increased working capital, develop Tactivo through increased resources for production, product development and sales and marketing efforts worldwide.
TERMS AND CONDITIONS FOR THE RIGHTS ISSUE
The Board of Directors of Precise Biometrics has set the terms for the new share issue with preferential rights for current shareholders that were decided by the Annual General Meeting on April 23, 2013.
Each existing share in Precise Biometrics carries an entitlement to two (2) subscription rights. Nine (9) subscription rights entitle to subscription for one (1) new share. The subscription price has been set to SEK 0,93 per share, which means that the new issue of shares will supply Precise Biometrics with a total of approx. SEK 54,7 million through the issue of a total of 58 782 926 new shares. The new issue of shares will increase the share capital by a total of SEK 16 459 219,34 to maximum SEK 90 525 706,38.
The record day at Euroclear to obtain subscription rights is May 7, 2013. The subscription period will run from May 10 – 24, 2013, or a date to be decided by the board of directors.
Shares that are not subscribed for on basis of subscription rights should primarily be allocated to those who have subscribed for shares on basis of subscription rights, pro rata in relation to their subscription on the basis of subscription rights, secondarily to those who have declared their interest to subscribe for shares without subscription rights, pro rata in relation to their declared interest and thirdly, as agreed, to guarantors.
Precise Biometrics has received guarantees from external investors to subscribe for additional shares to secure that the rights issue is subscribed up to a subscription level of at least 70%, an amount of SEK 38,5 million. The guarantors have agreed to subscribe for the difference between 70% of the rights issue and the amount subscribed (with and without subscription rights).
PRELIMINARY TIMETABLE FOR THE NEW ISSUE OF SHARES
Prospectus published – Around April 29, 2013
Last day of trading in the share with right to participate in the new issue – May 2, 2013
First day of trading without right to participate in the new issue – May 3, 2013
Record day for participation in the new issue of shares – May 7, 2013
Trading in subscription rights on NASDAQ OMX – May 10 – 21, 2013
Trading in paid subscribed shares on NASDAQ OMX – May 10, 2013 until the new issues of shares is registered at the Swedish Companies Registration Office
Subscription period for the new issue – May 10 – 24, 2013
Moreover, Precise Biometrics refers to the prospectus regarding the rights issue.
Remium Nordic AB is acting as financial advisor to Precise Biometrics in conjunction with the new issue of shares.
The publication or distribution of this press release may in certain jurisdictions be subject to restriction by law, and persons in the jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions.
This press release may not be made public, published or distributed, either directly or indirectly in the United States, Canada, Japan, New Zealand, South Africa, Australia or any other country where such procedures are subject in full or in part to legal restrictions. Nor may the information in this press release may not be communicated, reproduced or presented in any way that is in conflict with such restrictions. Failure to follow this instruction may involve a breach of the United States Securities Act from 1933 ("Securities Act") or applicable laws in other jurisdictions.
This press release does not contain or constitute an invitation or offer to acquire, subscribe to or otherwise trade with shares, subscription rights or other securities in Precise Biometrics. The invitation to the persons concerned to subscribe to shares in Precise Biometrics will only take place through the Prospectus that Precise Biometrics intends to publish around April 29, 2013, and this Prospectus will contain financial statements and other information on Precise Biometrics' board of directors and auditors.
Neither the subscription rights, paid subscribed shares or the new shares will be registered in accordance with the Securities Act or any other act in Canada, and may not be transferred or offered for sale in the United States or Canada, or to persons domiciled there, or on behalf of such persons, other than in such exceptional cases where registering in accordance with the Securities Act or other act in Canada is not required.
This press release may contain forward-looking statements. When used in this press release, words such as "evaluate", "expect" and "intend" are intended to identify forward-looking statements. They may involve risks and uncertainties, including product demand and market acceptance, the effect of economic conditions, the impact of competitive products and pricing, foreign currency exchange rates and other risks. These forward-looking statements reflect the views of the management as of the date made with respect to future events and are subject to risks and uncertainties. All of these forward-looking statements are based on estimates and assumptions made by the management and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements. Precise Biometrics disclaims any intention or obligation to update these forward-looking statements.
Precise Biometrics AB (publ) may be required to disclose the information provided herein pursuant to the Securities Markets Act. The information was submitted for publication at 08.40 on April 29, 2013.
FOR MORE INFORMATION
Thomas Marschall, CEO, Precise Biometrics AB
Tel: +46 46 31 11 10 or +46 734 35 11 10
Patrik Norberg, CFO, Precise Biometrics AB
Tel. +46 (0)46 31 11 47 or +46 (0) 734 35 11 47
Precise Biometrics is a market leading supplier of solutions for fingerprint recognition that guarantee the identity of people. With the highest level of competence in fingerprint biometrics, Precise Biometrics offers fast, precise and secure verification of a person's identity.
This technology can be used for ID, company and bank cards, and for access to mobile solutions, computers and networks. Precise Biometrics delivers its solutions to companies and government agencies all over the world, and the Company's technology is licensed to almost 160 million users.
For further information go to www.precisebiometrics.com