Precise Biometrics announces outcome of rights issue and directed issue

2022-09-28 18:00:00

Not for publication, distribution, or release, directly or indirectly, in whole or in part, within or into the United Kingdom, USA, Canada, Japan, Australia, Hong Kong, New Zealand, Switzerland, South Africa or any other jurisdiction in which such publication, distribution or release may be contravening to any applicable laws or rules. Additional restrictions are applicable, please see “important information” in the end of this press release.

The board of directors of Precise Biometrics AB today announces the outcome of the rights issue of ordinary shares which was resolved on by the board of directors on 10 August 2022 and approved by the extraordinary general meeting on 5 September 2022. In total, 2,871,564 ordinary shares were subscribed for, corresponding to approximately 43.5 percent of the rights issue. Through the rights issue, the company will receive approximately SEK 18.5 million prior to issue costs. Further, Egis Technology Inc. has subscribed and been allocated all ordinary shares in the directed issue resolved on by the board of directors on 10 August 2022, corresponding to proceeds of approximately SEK 25.5 million before issue costs. In total, the Company will receive approximately SEK 44.0 million before issue costs. Egis Technology's ownership in the Company after the share issues amounts to a total of 5,609,488 ordinary shares, corresponding to 12.08 percent of the shares in the Company.

Comment from Patrick Höijer, CEO of Precise Biometrics AB:

“I would like to thank our existing shareholders who have participated in the rights issue despite the current market climate. We now have a significantly strengthened cash position as well as a deeper collaboration with Egis Technology, as they are now joining as long-term shareholders in the company. We see that this overall strengthens our ability to expand our existing business in new verticals over time, fully in line with our strategic growth agenda.”

The Rights Issue

On 10 August 2022, the board of directors of Precise Biometrics AB (”Precise” or the ”Company”) resolved, with a subsequent approval by the extraordinary general meeting on 5 September 2022, on a rights issue of up to 6,599,399 ordinary shares with preferential right for the Company’s existing shareholders (the "Rights Issue"). In total, 1,168,552 ordinary shares were subscribed for with support of subscription rights, corresponding to approximately 17.7 percent of the Rights Issue. 1,703,012 ordinary shares, corresponding to approximately 25.8 percent of the Rights Issue, have been allotted to persons who have subscribed for ordinary shares without support of subscription rights, of which 1,649,849 ordinary shares have been allocated to Egis Technology Inc. (“Egis” or “Egis Technology”) in accordance with their guarantee undertaking. All shareholding members of the Board of Directors and Management in Precise have subscribed their pro rata share of the Rights Issue and the board director Peter Gullander has subscribed for shares without subscription rights, in total amounting to approximately 2.7 percent of the Rights Issue. The subscription price was SEK 6.44 per ordinary share. Through the Rights Issue, the Company will receive approximately SEK 18.5 million prior to issue costs.

Allotment of ordinary shares subscribed for without support of subscription rights as part of the Rights Issue has been made in accordance with the principles which are included in the prospectus that the Company published on 6 September 2022. Notice of the allotment is provided by means of a contract note, which is distributed to each subscriber. Ordinary shares shall be paid for in accordance with the instructions on the contract note. Nominee registered shareholders receive notice of the allotment in accordance with the procedures of the respective nominee. Only those who will receive allotment will be informed.

The last day of trading in paid subscribed shares ("BTA") on Nasdaq Stockholm is expected to occur during week 41, 2022. As soon as the share issue is registered with the Swedish Companies Registration Office, which is expected to occur around week 41, 2022, BTA will be converted into ordinary shares without special notice from Euroclear.

The Directed Issue

On 10 August 2022, the board of directors of the Company resolved, on the basis of the authorisation from the annual general meeting held on 19 May 2022, on a directed issue of a maximum of 3,959,639 ordinary shares to Egis Technology at a subscription price of SEK 6.44 per share (the "Directed Issue"). Egis has subscribed and been allocated all ordinary shares in the Directed Issue, and the Company will thereby receive approximately SEK 25.5 million before issue costs.

Number of shares and share capital

Following registration of the Directed Issue and the Rights Issue with the Swedish Companies Registration Office, the Company’s share capital will increase by SEK 2,049,360.90 to a total of SEK 13,928,279.10. The number of shares in the Company will increase by 6,831,203 to a total of 46,427,597.

Advisors

Vator Securities AB acts as financial advisor to Precise Biometrics in connection with the share issues and Advokatfirman Lindahl KB is the Company’s legal advisor in connection with the share issues.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction.

This press release is not a prospectus according to Regulation (EU) 2017/1129 and Directive 2003/71 / EC (together with relevant implementations and delegated regulations "Prospectus Regulation"). A prospectus regarding the Rights Issue was prepared by the Company and approved by the Swedish Financial Supervisory Authority on 6 September 2022.

No securities described herein have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws in any other state or jurisdiction in the USA and no securities may be offered or transferred (as defined in Regulation S under the Securities Act), directly or indirectly, in or into the USA other than pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the USA. This press release does not constitute an offer or invitation to acquire or subscribe for shares or other securities in the USA. No securities will be offered to the public in the United States.

In the United Kingdom, this release is only being distributed to persons who are "Qualified Investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") who are (i) investment professionals within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) persons who falls within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom this release may lawfully be communicated.

Within the European Economic Area (“EEA”), no public offering of securities is made in other countries than Sweden. In other member states of the EU, such an offering of securities may only be made in accordance with an applicable exemption in the Prospectus Regulation (EU) 2017/1129.

MFN