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Oslo, Norway, 24 February 2021: IDEX Biometrics ASA (OSE: IDEX and OTCQB: IDXAF) (the “Company”), a leading provider of advanced fingerprint identification and authentication solutions, today announced that the Company will list American Depositary Shares (“ADSs”) each representing 75 ordinary shares of the Company (“Ordinary Shares”) on the Nasdaq Capital Market (“Nasdaq”). Nasdaq has approved the ADSs for listing, and they are expected to begin trading under the symbol “IDBA” on 1 March 2021, subject to approval by the U.S. Securities and Exchange Commission (“SEC”).
A registration statement was filed with the SEC to facilitate the creation of a trading market in the United States for ADSs. The Company has not registered any new issuance of securities and is not making any public offering of new shares or private placement of shares in connection with the listing on Nasdaq. The Company’s Ordinary Shares will continue to be admitted to trading on the Oslo Børs.
IDEX has prepared a series of frequently asked questions (“FAQs”) shown below applicable to holders of the Ordinary Shares and to explain the optional process of exchanging Ordinary Shares for ADSs if a shareholder so chooses. For any further questions about the Ordinary Share to ADS exchange process, please contact the Company's ADS Depositary Bank, The Bank of New York Mellon at DRBrokerSolutions@bnymellon.com.
This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. A prospectus describing the securities referenced herein may be obtained, when available, from the website of the SEC at http://www.sec.gov.
For further information contact:
Marianne Bøe, Investor Relations
Tel: + 47 918 00186
Derek D’Antilio, Chief financial Officer
Tel: +1 978 273 1344
About IDEX Biometrics
IDEX Biometrics ASA (OSE: IDEX and OTCQB: IDXAF) is a leading provider of fingerprint identification technologies offering simple, secure and personal authentication for all. We help people make payments, prove their identity, gain access to information, unlock devices or gain admittance to buildings with the touch of a finger. We invent, engineer, and commercialize these secure, yet incredibly user-friendly solutions. Our total addressable market represents a fast growing multi-billion-unit opportunity.
For more information, visit www.idexbiometrics.com and follow on Twitter @IDEXBiometrics
Certain statements made in this announcement are forward-looking statements including with respect to the effectiveness of the registration filed with the SEC, the anticipated listing date of the ADSs on Nasdaq and the creation of a trading market for the ADSs in the United States. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions securityholders and prospective securityholders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.
Frequently Asked Questions and Answers for IDEX Ordinary Shareholders:
Which stock exchanges is IDEX listed on?
ADSs representing IDEX’s Ordinary Shares are expected to be listed on Nasdaq under the ticker symbol “IDBA”, and IDEX’s Ordinary Shares are listed on the Oslo Børs, a market operated by the Oslo Stock Exchange, under the symbol “IDEX.”
Why have a dual listing of IDEX’s shares?
The dual listing on Nasdaq and OSE makes IDEX’s shares more accessible to U.S. institutional and retail investors while also remaining listed on the OSE.
What is the relationship between the Company's Ordinary Shares and ADSs?
Each ADS will be a tradeable security representing 75 of the Company's Ordinary Shares. The value of each ADS is denominated in U.S. Dollars.
How do I exchange my Ordinary Shares into ADSs?
The process set out in the following explains what you need to do to select a suitable broker account and summarizes the instructions that you need to give to your broker in order to exchange your Ordinary Shares into ADSs. Please refer to "Notes for Brokers" which we suggest you send to your broker if you are interested in exchanging Ordinary Shares for ADSs.
Do I have to exchange my Ordinary Shares into ADSs?
No, the Company's Ordinary Shares will continue to trade on the Oslo Børs market of the OSE. If you do not wish to hold ADSs but wish to remain a holder of IDEX’s Ordinary Shares then no action is required.
Are all Ordinary Shares eligible to be deposited for delivery of ADSs?
No. Ordinary Shares that are owned by an executive officer or director or other person that may be considered an “affiliate” of the Company under U.S. securities law and Ordinary Shares that were received in a private placement and have been held for less than a year are generally not eligible to be deposited. If your Ordinary Shares fall into one of these categories, please contact DRBrokerSolutions@bnymellon.com for more information on whether you will be allowed to deposit and under what conditions.
What does it cost to exchange Ordinary Shares into ADSs?
There will be an issuance fee of up to US$5.00 per 100 ADSs (or portion thereof) charged by The Bank of New York Mellon for the issuance of the ADSs. The exchange of your dematerialized Ordinary Shares will need to be managed by your broker as Ordinary Shares need to be transferred electronically to The Bank of New York Mellon prior to the issuance of ADSs. Your selected broker may also levy an administrative charge for managing the exchange process.
I don't have a broker – do I really need one?
Yes, exchange into ADSs will require the assistance of a U.S. registered broker. Please refer to "Notes for Shareholders".
Is there a cost to hold ADSs?
The Bank of New York Mellon may charge an annual Depositary Service Fee of up to US$0.05 per ADS. This is typically collected from the broker or other intermediary that holds the ADSs on your behalf. Your broker may pass this fee on to you directly or it may be part of the annual fee that you pay to maintain your brokerage account.
Notes for Shareholders:
Process for exchanging Ordinary Shares into ADSs:
Step 1: Select a broker with U.S. listed securities trading capability. You need to ensure that the broker and type of account on offer is capable of holding and trading U.S. listed securities. Often the most basic account offered is for Norwegian listed shares only so you will need to select an account that gives you the ability to buy and sell U.S. listed shares. Please ensure that you check with your broker that they can hold IDEX Biometrics ASA ADSs and have a DTC participant account.
Step 2: You will need to contact your broker and ask them how to transfer your existing Ordinary Shares into your U.S. account.
Step 3: Your broker will need to contact The Bank of New York Mellon by email to arrange for the exchange of your Ordinary Shares into ADSs tradeable on Nasdaq. You will receive one ADS for every 75 Ordinary Shares that you hold and opt to deposit.
The contact details for The Bank of New York Mellon, together with details of the conversion process are outlined in the "Notes for Brokers" below. We suggest that you send this to your broker.
Notes for Brokers:
Conversion of Ordinary Shares into ADSs tradeable on Nasdaq
Ordinary Shares are traded on Oslo Børs under the ticker: IDEX.
IDEX Biometric ADSs are expected to be listed and traded on Nasdaq under the ticker: IDBA.
Each ADS will represent 75 Ordinary Shares.
Ordinary Shares can be exchanged into the equivalent number of ADSs via the Company's Depositary Bank, The Bank of New York Mellon.
Once exchanged, the ADSs will be tradeable via Nasdaq.
Ordinary Shares to be deposited for delivery of ADSs must be transferred electronically to Nordea Bank AB (Publ), filial i Norge, as custodian, with instructions to credit the account of The Bank of New York Mellon and notify the Depositary Bank of the deposit.
Instructions must be given identifying a broker or other securities intermediary that is a participant in The Depository Trust company (DTC) to receive credit of the ADSs issuable in respect of the deposit and providing any further credit information required by the DTC participant.
The ADS issuance fee of US$5.00 per 100 ADSs (or portion thereof) must be paid to the Depositary Bank.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act