NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, NEW ZEALAND, HONG KONG, SINGAPORE OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW. PLEASE REFER TO THE IMPORTANT INFORMATION AT THE END OF THIS PRESS RELEASE
Precise Biometrics AB (publ) (“Precise” or “the Company”) hereby announces its intention to carry out a directed share issue of approximately SEK 20 million pursuant to the authorization granted by the Annual General Meeting held on 14 May 2021. The objective of the directed issue is to finance part of the Company’s acquisition of EastCoast Solutions that was announced today, thereby accelerating the Company’s SaaS (Software-as-a-Service) business area Digital Identity. Precise has mandated Vator Securities AB to act as Sole Bookrunner in connection with the directed issue.
The price and the total number of new shares in the directed issue is to be determined through an accelerated book building procedure, which will be initiated after the publication of this press release and close before trading commences on Nasdaq Stockholm on 30 November 2021. The directed issue is subject to a resolution by the Board of Directors following close of the book building procedure. The book building procedure may, if the Company so decides, be shortened or extended and may at any time be terminated.
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 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 is 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.
In connection with the directed issue, Board members and persons of the management holding shares have undertaken to the Sole Bookrunner, 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 is financial advisor and Sole Bookrunner in connection with the directed issue. Mannheimer Swartling is 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 17:32 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.