The subscription price for each new share was set to SEK 3.35 through a book-building procedure. Through the Private Placement, Precise Biometrics raises SEK 50 million before issue costs. Compared to the closing price on 13 December 2016, the price of the shares issued in the Private Placement meant a discount of 4.8 per cent. Compared to the closing price on 12 December 2016, the corresponding premium was 0.9 per cent.
"There has been a great interest in participating in the private placement and the trust in our company is high. The private placement ensures that we can maintain our financial position, which gives us opportunities to continue to develop the company", said Håkan Persson, CEO of Precise Biometrics.
Through the Private Placement, the number of shares and votes in Precise Biometrics will be increased with 14,925,373 from 345,306,094 to 360,231,467. The share capital will increase by approximately SEK 447,761 to approximately SEK 10,806,944. The shares issued in the Private Placement correspond to approximately 4.1 per cent of the share capital and votes in Precise Biometrics following the Private Placement. Payment of the shares issued in the Private Placement shall occur no later than on 16 December 2016. Payment for the shares shall be made in cash. The Board of Directors of Precise Biometrics retains the right to extend the payment period at its discretion.
Pareto Securities AB ("Pareto Securities") acted as sole manager and bookrunner and Mannheimer Swartling Advokatbyrå as legal advisor in connection with the Private Placement.
This information is information that Precise Biometrics AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 8.00 CET on 14 December 2016.
FOR FURTHER INFORMATION, PLEASE CONTACT
Håkan Persson, CEO, Precise Biometrics AB
Phone; +46 46 31 11 05 or +46 734 35 11 05
ABOUT PRECISE BIOMETRICS
Precise Biometrics is a market leading supplier of solutions for convenient and secure authentication of people's identity. We develop and sell fingerprint software and mobile smart card readers that provide the market's best user experience and security. Our solutions are used hundreds of millions of times every day by people all over the world and are marketed together with strong business partners. For more information, please visit; https://precisebiometrics.com
The information in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, New Zeeland, Hong Kong, Japan, Canada, Singapore or South Africa. The distribution of this press release in certain other jurisdictions may be restricted. The information in this press release shall not constitute an offer to sell or the solicitation of an offer to purchase any securities in Precise Biometrics in any jurisdiction. This press release does not constitute, or form part of, an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. Precise Biometrics does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being distributed or sent and may not be distributed or sent to the United States, Australia, New Zeeland, Hong Kong, Japan, Canada, Singapore or South Africa.
Precise Biometrics has not resolved to offer to the public shares or rights in any Member State of the European Economic Area and no prospectus or other offer documentation has been prepared or will be prepared in connection with the Private Placement. Within such Member States of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken as of this date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result hereof, the shares or rights may only be offered in Relevant Member States: (a) to a qualified investor (as defined in the Prospectus Directive or under applicable law. For the purposes hereof, the expression an "offer to the public of shares or rights" in any Relevant Member State means the communication, in any form, of sufficient information on the terms of the offer and the shares or rights to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in a Relevant Member State due to the implementation of the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC including any relevant implementing measure in each Relevant Member State.
Pareto Securities is acting for Precise Biometrics and no one else in connection with the Private Placement and will not be responsible to anyone other than Precise Biometrics for providing the protections afforded to its clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this announcement.
Pareto Securities AB accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by Pareto Securities AB, or on its behalf, in connection with Precise Biometrics and the New Shares or the Private Placement, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Pareto Securities AB accordingly disclaims to the fullest extent permitted by law all responsibility and liability whether relating to damages, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.
Any investors in the Private Placement will further be deemed to acknowledge (i) the information in this press release, (ii) that the investors are not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of Precise Biometrics, Pareto Securities or any of their respective affiliates, and (iii) that they have consulted with their own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent they have deemed necessary, and they have made their own investment decisions based upon their own judgment and upon any advice from such advisers as they have deemed necessary. The company has not given, and the investors have not received from the company, any non-public information in connection with the Private Placement.