NEXT revealed that the Private Placement had garnered strong interest from existing shareholders and new high quality institutional investors - and the company said net proceeds from the Private Placement will be used to invest in increased flexible sensor production capacity, further smart card related R&D and general corporate purposes.
The New Shares will be delivered to the applicant's VPS account on a delivery versus payment basis on the settlement date, which is expected to be on or about February 9, 2017, NEXT said. The New Shares are tradable upon notification of the registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, which is expected on or about February 8, 2017.
The New Shares will be issued based on a Board authorization granted by the Company's extraordinary general meeting on June 15, 2016. Following registration of the new share capital pertaining to the Private Placement, the Company will have an issued share capital of NOK 16,325,980, divided into 16,325,980 shares, each with a par value of NOK 1.00.
The share issuance was carried out as a private placement in order to complete a transaction and without the significant discount typically seen in rights issues, and also for the Company to be able to complete a transaction in today's market conditions.
As a consequence of the private placement structure, the shareholders' preferential rights were deviated from. In the Board of Director's assessment on whether the pre-emption rights should be deviated from and whether there is an objective basis to deviate from the regulations on equal treatment of shareholders, the following factors were among others taken into consideration:
- The Private Placement constitutes less than 8% of the issued and outstanding shares in the Company and is resolved on the basis of an authorization to the Board of Directors granted by the Company's general meeting and which explicitly allows the Board of Directors to deviate from the shareholders' pre-emptive rights.
- The Private Placement was completed after a pre-sounding with potential investors on a confidential basis, and publicly announced book-building process managed by three investment banks. The achieved share price does express the market price for relevant amount of shares in the Company, and does only represent a 3.9% discount to the closing price on February 6, 2017.
- The shares in the Company are also frequently traded on the Oslo Stock Exchange, so shares will be available in the market for shareholders whose ownership percentage are diluted by the Private Placement and who do not wish to be diluted.
- The number of institutional investors in the Company will be increased through the Private Placement and the Company will thus achieve a strengthened shareholder base.