Precise Biometrics (STO:PREC):
- Shareholders in Precise Biometrics have a preferential right to subscribe two (2) new shares for five (5) existing shares on the record day September 17, 2012.
- The subscription price has been set to SEK 0,72 per share, which corresponds to a total issue amount of approx. SEK 54,4 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 38,1 million.
- The subscription period runs between September 19 – October 3, 2012.
"Precise Biometrics has over the past 18 months transformed the company from focusing and depending upon MoC semiconductors and desktop solutions to new innovative products and solutions for SmartPhones and Tablets. This transformation which has established one more leg for Precise Biometrics to stand on has required substantial investments relating to R&D, market launch and growing our sales organization. Precise Biometrics is entering the Smartdevice market at a time when biometrics is part of the product roadmap for all leading Smartdevice manufacturers worldwide. This focus was further illustrated and emphasized when Apple this summer bought the world’s leading fingerprint biometrics company, Authentec.
With the Apple certifications of Tactivo™ for iPhone and iPad in place, and with the first orders coming in, Precise Biometrics need to ensure that we have the working capital required to continue the strong momentum built up over the past year within all fields. This is why we have chosen to conduct the new share issue at this time. The new share issue will allow us to continue to realize our technology roadmap which in 2013 in addition to more hardware products will also provide to the market software solutions for Android and other leading operating systems. We are confident that Precise Biometrics will benefit tremendously from the positive trends and substantial growth in the mobile industry.”, says Thomas Marschall, CEO of Precise Biometrics.
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 Board of Directors on August 8, 2012. The new share issue is subject to approval of the EGM on September 11, 2012.
Each existing share in Precise Biometrics carries an entitlement to two (2) subscription rights. Five (5) subscription rights entitle to subscription for two (2) new shares. The subscription price has been set to SEK 0,72 per share, which means that the new issue of shares will supply Precise Biometrics with a total of approx. SEK 54,4 million through the issue of a total of 75 578 048 new shares. The new issue of shares will increase the share capital by a total of SEK 30 231 219,20 to maximum SEK 105 809 267,20.
The record day at Euroclear to obtain subscription rights is September 17, 2012. The subscription period will run from September 19 – October 3, 2012, 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%, approximately an amount of SEK 38,1 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
|Extraordinary general meeting in Precise Biometrics||September 11, 2012|
|Prospectus published||Around Sep 12, 2012|
|Last day of trading in the share with right to participate||September 12, 2012 in the new issue|
|First day of trading without right to participate in the new issue||September 13, 2012|
|Record day for participation in the new issue of shares||September 17, 2012|
|Trading in subscription rights on NASDAQ OMX||Sep 19 – Sep 28, 2012|
|Trading in paid subscribed shares on NASDAQ OMX||September 19, 2012 until the new issues of shares is registered at the Swedish Companies Registration Office|
|Subscription period for the new issue||September 19 – October 3, 2012|
Moreover, Precise Biometrics refers to the notice to the EGM and 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 September 12, 2012, 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.
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
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