OSLO, NORWAY – 04 JANUARY 2019 - Biometric technology company Zwipe today announces its plan to raise up to NOK 120 million (USD 13.7million) and intention to apply for admission to trading on Oslo Børs’ multilateral trading facility (MTF) Merkur Market. Commenting on the capital raising and Merkur Market process, André Løvestam, CEO of Zwipe, said:
“These are truly exciting times. Biometric payment cards enabled with Zwipe technology offer consumers the convenience of contactless and the security and peace of mind of biometrics. With a mission of Making Convenience Secure, Zwipe is the first mover and technology leader in our field. We are partnering with global leaders and are well protected with a strong IP portfolio. We are preparing for a commercial breakthrough for our biometric payment card solution in the second half of 2019 and accelerating growth in 2020 and beyond, both within biometric payment cards, wearables and other form factors and verticals. With a strengthened balance sheet and shareholder base, we will be well positioned to capture the opportunities ahead.”
Zwipe is pursuing a growth strategy and has since inception raised a total of NOK 241.3 million (USD 27.6 million) in equity, debt and grants. The capital has been invested in R&D, technology development, IP, organizational expansion, partnerships, operational expansion and other preparations for large-scale commercialisation. In addition, Zwipe was awarded a NOK 23 million (USD 2.6 million) grant from the European Commission’s Horizon 2020 programme in December 2018. The grant will support Zwipe’s commercial go-to-market ability and will be paid out in tranches over the next 24 months. Horizon 2020 is the largest European Union (EU) Research and Innovation program, aiming to bring innovations faster to the market.
The offering and subsequent admission to trading will contribute to strengthening Zwipe’s equity and financial position, including repayment of debt, and ensure sufficient funding of the company's planned commercialisation phase and further development of the company's technology. The offering will consist of two tranches and is expected to raise gross proceeds of up to NOK 120 million (USD 13.7 million) through the issuance of up to 6 million new ordinary shares at a fixed price of NOK 20.00 per share. The first tranche will be in the form of a private placement offered to large existing shareholders in the company and certain new investors in Norway and Sweden, who have pre-committed to subscribe for a total of 4.5 million shares in the amount of NOK 90 million (USD 10.3million). Among the investors having provided pre-commitments are member of the board of directors, Lars Windfeldt, who has pre-committed to subscribe for 10.3% of the offering, approximately NOK 12.4 million (USD 1.4million) given a NOK 120 million round. Other members of the board of directors have pre-committed to subscribe for a total of approximately NOK 4.1 million (USD 0.5 million), approximately 3.4% of the offering. The second tranche, in the amount of up to NOK 30 million (USD 3.4 million), will be in the form of a public offering of up to 1.5 million shares to retail investors. Existing shareholders in Zwipe who have not been allocated offer shares in the private placement will be offered to participate along with new retail investors in the Swedish and Norwegian markets. All primary insiders in the company have entered into a lock-up agreement with the company, and hence are subject to a lock-up period of six months following completion of the offering.
Preliminary timetable and settlement:
Start of application period: 10 January 2019 at 09:00 hours (CET)
End of application period: 17 January 2019 at 16:30 hours (CET) (may close earlier and on short notice)
Allocation: On or about 17 January 2019
Settlement: Expected on or about 22 January 2019
Delivery and first day of trading: Expected on or about 28 January 2019, not prior to the share capital is registered in the Norwegian Register of Business Enterprises and announced by the company
Note that the timetable is subject to any shortening or extension of the application period and to the conditions outlined below being satisfied.
Completion of the offering is conditional upon the following conditions being satisfied:
In addition, completion of the second tranche of 1.5 million shares to retail investors is conditional upon the approval of an EEA prospectus by the Financial Supervisory Authority of Norway (Finanstilsynet).
The offering is being managed by Carnegie AS and Redeye AB as Managers and Joint Bookrunners. In addition, Nordnet (Nordnet Bank AB in Sweden and Nordnet Bank NUF in Norway) is acting as alternative application office and receiving agent for applications for offer shares in the public offering from investors who are not existing shareholders of the company. Investors who are not existing shareholders and who wish to apply for offer shares in the public offering through Nordnet will have to apply for offer shares through their Nordnet accounts. Persons who are not customers of Nordnet will have to apply for an account in Nordnet in order to apply for offer shares in the public offering. Advokatfirmaet Simonsen Vogt Wiig AS is acting as the company's legal counsel in connection with the offering and admission to trading. Advokatfirmaet Wiersholm AS acts as legal advisor to Carnegie AS in connection with the offering.
The contents of this announcement have been prepared by, and are the sole responsibility of, the company. The company's financial advisors are acting exclusively for the company and no one else, and will not be responsible to anyone other than the company for providing the protections afforded to their respective clients, or for advice in relation to the transactions, the contents of this announcement or any of the matters referred to herein. The transactions and the distribution of this announcement and other information in connection with the transactions may be restricted by law in certain jurisdictions. The company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction. The transactions have not, and shall not, be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution or publication, directly or indirectly, in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the transactions in any jurisdiction in which such steps would be required. Neither the publication and/nor delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information. This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares to be issued in the transactions have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States. This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the investor material made available by the company only to qualified persons in certain jurisdictions where an offer may be made. This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision. The offering is not being made into Australia, Canada, Hong Kong, the United States or Switzerland.