PRECISE BIOMETRICS ANNOUNCES RIGHTS ISSUE OF ABOUT SEK 55 MILLION
This press release may not be announced, published or distributed, directly or indirectly in the United States, Canada, Japan, New Zealand, South Africa or Australia
The Board of Directors of Precise Biometrics (“Precise Biometrics”) has decided to propose the AGM on April 23, 2013 to decide to undertake a rights issue with preferential rights for Precise Biometrics’ shareholders of approximately SEK 55 million.
The rights issue is implemented to finance increased working capital due to new orders, develop Tactivo™ through increased resources for production, product development and sales and marketing efforts worldwide.The rights issue is guaranteed up to a level of 70% of the rights issue, approximately SEK 38,5 million.
The terms and conditions for the rights issue, including the subscription price and ratio basis, will be established and announced on April 29, 2013.
Provided that the AGM on April 23, 2013 resolves the rights issue in accordance with the Board of Directors’ proposal, the subscription period will run from May 10 – 24, 2013.
Precise Biometrics has started off 2013 very strongly.
Both of its two business areas have won milestone orders which will form the basis of the coming years.
The business area IAM won a contract of providing the Company’s fingerprint algorithms for one of the largest providers of financial information in the world based in the US. This is a significant testament to the quality and performance of the license business. As such the Company considers Precise Biometrics very well positioned for the very large market which lies ahead, when fingerprint sensors will become standard components in all SmartPhones and Tablets starting already in 2013.
The other important milestone was that one of the largest Mobile Operators in the US placed an initial order of 5,000 Tactivos as part of a sales drive towards their Government and Enterprise customers. The Company’s expectations are that new forthcoming policies will require US Government employees and Contractors to use card readers when accessing information, mail etc. from their mobile devices.
In light of these positive developments and considering that Precise Biometrics repaid the credit facility in January and no longer have any debt, the Company wishes to ensure that it has sufficient working capital available to continue to build upon and pace the current momentum.
"In 2012, we launched our product line Tactivo™, the world's first mobile shell with built-in fingerprint and smart card readers. The launch of Tactivo is a breakthrough for Precise Biometrics on the large market for smartphones and tablets. The products enable a significant increase in security in the use of mobile units and have been received with great interest in the market.
This has resulted in initial orders from companies and governments in the international market. Furthermore, a number of civil and military authorities in the U.S. initiated pilot projects based on Tactivo, which will lead to more orders in the future. The order from one of the largest mobile operators in March confirms the strong interest that exists for Tactivo.
Based on this, we have made additional investments in product development Tactivo for Android. We have to make sure that we cover the biggest mobile platforms, teamed with Sony Mobile. Thus represents Tactivo the new and powerful business area as we have expected, in addition to our licensing activities we engaged in the business area IAM.
The business area IAM has had a strong start to 2013 with the prestigious order from a leading US-based provider of financial information services. With the order, we expect the business area IAM going to take advantage of the ongoing initiatives in the mobile sector where fingerprint sensors are built into smartphones and tablets.
To maintain the high tempo and have a strong working capital that promotes the positive development we have therefore decided to propose a rights issue with preferential rights for Precise Biometrics’ shareholders in the spring of 2013. " , says Thomas Marschall, CEO at Precise Biometrics.
BACKGROUND AND RATIONALE
In May 2012, Precise Biometrics launched the new product range Tactivo™, the world's first mobile shell with built-in fingerprint and smart card reader designed for smartphones and tablets. Precise Biometrics establishment in the market for smart devices occurs at a time when biometrics is implemented as part of the product range of manufacturers of smart devices. An example of this is the public bid that Apple placed in 2012 on AuthenTec, a provider of fingerprint and biometrics solutions. Through Apple's certification of the product series Tactivo, Precise Biometrics launched Tactivo for iPhone and iPad globally. The Company has announced several Tactivo-related collaborations and partnerships, such as with HID Global, Good Technology, Intercede and Sogeti. This means that Precise Biometrics with each partner can deliver secure mobile authentication to governments and businesses worldwide. In 2012, the Company received its first Tactivo-order from a vehicle manufacturer. Precise Biometrics also received Tactivo orders from two suppliers of software, Thursby Software Systems, plus an additional operator.
In the business area IAM, the Company has been selected by a leading provider of financial information services. The US-based customer has chosen Precise Biometrics as its new provider of fingerprint algorithms. The customer intends to improve the performance of existing and future fingerprint supported devices using Precise Biometrics' technology. Precise Biometrics has announced that one of the largest mobile operators start selling Tactivo. The mobile operator has placed an initial order for 5,000 Tactivo deliveries in March. The proceeds of approximately SEK 55 million before issue expenses will fund new orders involving increased working capital, develop Tactivo through increased resources for production, product development and sales and marketing efforts worldwide.
TERMS AND CONDITIONS FOR THE RIGHTS ISSUE
The Board of Directors of Precise Biometrics has on March 21, 2013 decided to propose the AGM on April 23, 2013 to decide to undertake a rights issue with preferential rights for Precise Biometrics’ shareholders of approximately SEK 55 million. Current shareholders have preferential right to subscribe new shares in relation to shares held at the record day May 7, 2013. The subscription period runs from May 10 - 24, 2013, following decision of the AGM on April 23, 2013.
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 38,5 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 RIGHTS ISSUE
|AGM in Precise Biometrics||April 23, 2013|
|The subscription price and ratio basis will be determined on||April 29, 2013|
|Prospectus is published||Around April 29, 2013|
|Last day of trading in the share with right to participate in the new issue
||May 2, 2013|
|First day of trading in the share without right to participate in the new issue
||May 3, 2013|
|Record day for participation in the new issue of shares||May 7, 2013|
|Subscription period for the rights issue||May 10-24, 2013|
|Trading in subscription rights||May 10-21 2013|
|Trading in paid subscribed shares (BTA)||May 10, 2013 until the share issue is registered at the Swedish Companies Registration Office|
|The result of the rights issue is publicized||Around May 31, 2013|
Please also refer to Precise Biometrics notice of the AGM, published separately, and the future prospectus for the rights issue.
Remium Nordic AB is acting as financial adviser to Precise Biometrics in conjunction with the rights issue.
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, 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.
This press release may contain forward-looking statements. When used in this press release, words such as “evaluate”, “expect” and “intend” are intended to identify forward-looking statements. They may involve risks and uncertainties, including product demand and market acceptance, the effect of economic conditions, the impact of competitive products and pricing, foreign currency exchange rates and other risks. These forward-looking statements reflect the views of the management as of the date made with respect to future events and are subject to risks and uncertainties. All of these forward-looking statements are based on estimates and assumptions made by the management and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements. Precise Biometrics disclaims any intention or obligation to update these forward-looking statements.
Precise Biometrics AB (publ) may be required to disclose the information provided herein pursuant to the Securities Markets Act. The information was submitted for publication at 08.30 on March 22, 2013.
FOR FURTHER INFORMATION, PLEASE CONTACT
Thomas Marschall, President and CEO, Precise Biometrics AB
Telephone; +46 46 31 11 10 or +46 734 35 11 10, E-mail; email@example.com
Patrik Norberg, CFO, Precise Biometrics AB
Telephone; +46 46 31 11 47 or +46 734 35 11 47, E-mail; firstname.lastname@example.org
Precise Biometrics is a market-leading provider of solutions for fingerprint recognition to prove people's identities. With top-of-the-line expertise in fingerprint verification, Precise Biometrics offers fast, accurate and secure authentication of a person.
The technology adds value to ID, enterprise and bank cards as well as access to mobile solutions, computers and networks. Precise Biometrics serves business and government organizations throughout the world and its technology is licensed to close to 160 million users.
For more information, please visit www.precisebiometrics.com