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Precise Biometrics AB (publ) (“Precise” or “the Company”) has successfully completed a directed issue of 28,750,000 shares to Swedish and international professional investors and family offices, in accordance with the announcement made by the Company earlier today. The price of SEK 0.80 per share has been determined through an accelerated book building procedure and the total proceeds raised amount to SEK 23 million before issue expenses.
Due to great interest, the Board of Directors has decided to increase the capital raise. Through the directed issue, Precise will raise proceeds of SEK 23 million before issue expenses. The price for the shares in the directed issue was determined through an accelerated book building procedure managed by Vator Securities. The price corresponds to a discount of approximately 15 percent compared to the closing price for the share on Nasdaq Stockholm on 29 November 2021.
“We are grateful for the support coming from new investors in this directed share issue. With a focus on SaaS-growth, innovation and convenient and secure biometric identification, we are looking forward to the continued journey together with EastCoast Solutions and our new shareholders”, said Precise’s Chairman of the Board Torgny Hellström.
Precise intends to use the net proceeds from the directed issue to finance part of the Company’s acquisition of EastCoast Solutions that was announced earlier today. Given the Company’s diversified shareholder base, Precise’s Board of Directors believes that using the flexibility provided by deviating from the shareholders’ preferential right was the most appropriate alternative for the Company and its shareholders at this time, allowing Precise to raise capital to finance the up-front payment in the acquisition of EastCoast Solutions in a timely and cost-effective manner. The Board of Directors' assessment, based on the accelerated book building procedure, is that the directed issue was carried out on customary terms in accordance with market conditions.
The Company has 360,231,467 shares outstanding as per the date of this press release. After completion of the set-off issue to EastCoast International that was announced earlier today, the number of shares in Precise will increase by 6,982,473 shares to 367,213,940 shares and the share capital will increase with SEK 209,474.19 to SEK 11,016,418.2. This directed issue will further increase the number of shares by 28,750,000 to a total of 395,963,940 shares, and the share capital will increase by SEK 862,500 to SEK 11,878,918.2, corresponding to a dilution of approximately 7 percent, after completion of the set-off issue and this directed issue.
In connection with the directed issue, Board members and persons of the management holding shares have undertaken to Vator Securities, with customary exceptions, not to sell any shares in the Company for a period commencing on the date of this announcement and ending 90 calendar days after completion of the directed issue.
Vator Securities has acted as financial advisor, sole bookrunner, and issuing agent in connection with the directed issue. Mannheimer Swartling has acted as legal advisor to Precise in connection with the directed issue.
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 above, on 29 November 2021 at 22:35 CET.
This announcement may contain certain forward-looking statements. Such statements are all statements that do not relate to historical facts and include expressions such as "believe", "estimate", "anticipate", "expect", "assume", "predict", "intend", "may", "presuppose", "should" or similar. The forward-looking statements in this press release are based on various estimates and assumptions that in several cases are based on additional assumptions. Although Precise believes these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties and other material factors that are difficult or impossible to predict and that are beyond Precise’s control. Such risks, uncertainties and material factors could cause the actual results to differ materially from the results expressly or implicitly indicated in this announcement through the forward-looking statements. The information, perceptions and the forward-looking statements in this press release apply only as of the date of this press release and may change without notice.
This press release is not and does not form a part of any offer for sale of securities. Copies of this announcement may not be made in, and may not be distributed or sent into, the United States, Australia, Canada, Japan, South Africa, New Zealand, Hong Kong, Singapore or any other jurisdiction in which distribution of this press release would be unlawful or would require registration or other measures. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
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"), or under the securities laws of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state securities law. The Company does not intend to register any part of the directed issue in the United States or to conduct a public offering of shares in the United States.
The securities referred to herein have not been and will not be registered under the applicable securities laws of Canada, Japan, Australia, South Africa, New Zealand, Hong Kong or Singapore and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Japan, Australia, South Africa, New Zealand, Hong Kong or Singapore. There will be no public offering of the securities described herein in Canada, Japan, Australia, South Africa, New Zealand, Hong Kong or Singapore.
This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended, and its delegated and implemented regulations (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of securities in any EEA Member State and no prospectus has been or will be prepared in connection with the directed issue. In any EEA Member State, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
Any investment decision in connection with the directed issue must be made on the basis of all publicly available information relating to the Company and the issued shares. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or the new shares.
Neither the Company nor any of their respective affiliates directors, officers, employees, agents, affiliates or advisors is under any obligation to update, complete, revise or keep current the information contained in this press release to which it relates or to provide the recipient of with access to any additional information that may arise in connection with it.