OSLO, NORWAY – 29 October 2020 –
Reference is made to the stock exchange announcement from Zwipe AS dated 28 October 2020 regarding the final results of the subsequent offering, and the allocations of offer shares that were made to primary insiders.
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act
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About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards and wearables that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For further information please contact: Lars Kristian Solheim, CFO, +47 991 66 135 ir@zwipe.com
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
OSLO, NORWAY – 28 October 2020 –
Reference is made to the stock exchange announcement from Zwipe AS ("Zwipe" or the "Company") dated 27 October 2020 with the preliminary results of the subsequent offering of up to one million new shares (the "Subsequent Offering"), each with a nominal value of NOK 0.10 and at a subscription price of NOK 15.00 (the "Offer Shares").
The subscription period for the Subsequent Offering expired on 27 October 2020 at 16:30 hours (CET). By the end of the subscription period, the Company had received valid subscriptions for 4,073,802 Offer Shares.
The board of directors of Zwipe has today resolved the allocation related to the Subsequent Offering in accordance with the allocation criteria presented in the prospectus dated 19 October 2020. A total of 740,736 Offer Shares were allocated based on subscription rights and a total of 259,264 Offer Shares were allocated based on over-subscriptions of 1,829, 982 new shares made by holders of subscription rights. No Offer Shares were allocated to subscriptions of 1,503,084 new shares made by investors without subscription rights.
Furthermore and in order to complete the Subsequent Offering, the board of directors has resolved the capital increase pertaining thereto, and hereunder resolved to increase the share capital with NOK 100,000 through issuing 1,000,000 new shares each with a nominal value of NOK 0.10 and at a subscription price of NOK 15 per share, giving gross proceeds of NOK 15 million. The resolution was made by the board of directors on basis of the authorization granted by the general meeting on 29 September 2020.
The following primary insiders or close associates of primary insiders have been allocated Offer Shares in the Share Issue.
The Company will on 29 October distribute allocation letters with payment information to all subscribers who have been allocated Offer Shares. The due date for payment is on or about 30 October 2020. Delivery of the Offer Shares is expected to take place on or about 6 November 2020, through the facilities of VPS and Euroclear. Trading in the Offer Shares on Merkur Market or Nasdaq First North Growth Market (as the case may be) is expected to commence on or about 6 November 2020. Arctic Securities AS acts as manager in the Subsequent Offering. Simonsen Vogt Wiig AS acts as Norwegian legal counsel to Zwipe and White & Case acts as Swedish legal counsel to Zwipe.
Zwipe AS is obliged to make this information public pursuant to the Continuing obligations of companies admitted to trading on Merkur Market and Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8 528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 16:50 CET on 28 October 2020.
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This release is issued for information purposes only, and this document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction. This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America. This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Company does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates. The Managers are acting for the Company in connection with the Private Placement 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 providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release. This announcement and any materials distributed in connection with this announcement may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Zwipe's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
OSLO, NORWAY – 27 October 2020 –
(Oslo, 27 October 2020) Reference is made to the stock exchange announcement from Zwipe AS ("Zwipe" or the "Company") dated 20 October 2020 relating to the subsequent offering and listing of up to one million new shares in the Company, each with a nominal value of NOK 0.10 (the "Offer Shares"), at a subscription price of NOK 15.00 per Offer Share (the "Subscription Price") to be carried out by the Company (the "Subsequent Offering").
The subscription period for the Subsequent Offering expired today, 27 October 2020, at 16:30 hours (CET). At the expiry of the subscription period, the Company has received subscriptions for approximately 4.1 million Offer Shares from eligible shareholders in the Subsequent Offering and other investors and the Subsequent Offering has accordingly been significantly oversubscribed.
The allocation of the Offer Shares will be resolved by the board of directors in accordance with the allocation criteria set out in the prospectus dated 19 October 2020 section 5.8. The board of directors will consider the subscriptions and allocations of Offer Shares and resolve the capital increase pertaining to the Subsequent Offering on 28 October 2020. The final results of the Subsequent Offering will be published shortly thereafter. Letters regarding allocation of Offer Shares and the corresponding subscription amount to be paid by each eligible shareholder who has subscribed for Offer Shares in the Subsequent Offering will be distributed on or about 28 October 2020. The subscription amount for the Offer Shares is expected to fall due on or about 30 October 2020 as further described in the allocation letters.
Arctic Securities AS acts as manager in the Subsequent Offering. Simonsen Vogt Wiig AS acts as Norwegian legal counsel to Zwipe and White & Case Advokat AB acts as Swedish legal counsel to Zwipe.
Zwipe AS is obliged to make this information public pursuant to the Continuing obligations of companies admitted to trading on Merkur Market and Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8 528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 20:30 CET on 27 October 2020.
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This release is issued for information purposes only, and this document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction. This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America. This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Company does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates. The Managers are acting for the Company in connection with the Private Placement 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 providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release. This announcement and any materials distributed in connection with this announcement may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Zwipe's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.
OSLO, NORWAY – 20 October 2020
During the third quarter, Zwipe has continued to strengthen its foundation for mass-volume roll out of biometric payment cards.
André Løvestam, CEO of Zwipe said:
“During the third quarter Zwipe has continued to take significant strides in cementing our position in the global payment ecosystem and towards commercialization.
We have maintained momentum in expanding our network of smart card manufacturing customers while also growing our capacity to support larger-scale deployment of our commercial offering in 2021. In addition to the new customers that have been announced, the strategic technical partnerships we have formed this quarter will be instrumental in preparing the biometric payment card industry for efficient scaling.
By implementing numerous cross-industry commercial collaborations we are creating an offering that sets us apart. Zwipe’s objective is to deliver a solution that offers both technology and cost leadership to our smart card manufacturing customers. In addition, we also advise card issuers on how to simplify the value proposition of biometric payment solutions by supporting the entire process of launching a new biometric payment product. This approach further raises the attractiveness of our offering and elevates our position as a trusted advisor and enabler.
This market position has also generated strong support from international institutional investors, translating into a successful private placement carried out during the period. We raised gross MNOK 96, funding the company through commercial launches in 2021 and beyond. The chairman of the Board participated in the private placement with MNOK 5, and since his purchase was subject to approval by the extraordinary general meeting, this was registered in October. The general meeting also enabled us to initiate the process for the repair issue of up to 1,000,000 new shares to be held in October, as announced today, October 20th.
After the period we entered a commercial partnership with TietoEVRY, which marks a significant milestone for Zwipe. Thanks to TietoEVRY’s deep relations with virtually all banks in the Nordics and Baltics, we see strong potential in supporting the launch of biometric payment cards powered by Zwipe Pay ONE in this region and beyond, meaningfully increasing our sales capacity and impact. The fact that TietoEVRY is now actively going after the biometric payment card market with Zwipe is a further validation of our belief in the market to come and that Zwipe will have a major role and position in that market.
With these exciting developments pushing Zwipe forward we are further strengthening our team to be ready to serve a mass-volume market. Consequently, we have completed several key recruitments within quality management, project management, certification, sales, and product management. In addition, as we are seeing that our pull strategy and professional service offerings receive strong interest from our customers and partners, we are bringing in additional resources that will anchor this emerging business vertical for Zwipe. With a passionate, ever stronger team moving together towards our goal, and with institutional investors backing our vision, I am confident that we will keep this momentum while we continue to enhance our ability to create value for our customers, our shareholders, and for society at large.”
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Zwipe AS is obliged to make this information public pursuant to the Continuing obligations of companies admitted to trading on Merkur Market, Nasdaq First North Growth Market and the EU Market Abuse Regulation. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8 528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 08:00 CET on 20 October 2020.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
OSLO, NORWAY – 20 October 2020 –
Reference is made to the stock exchange announcement by Zwipe AS ("Zwipe" or the "Company") on 7 September 2020, regarding the successfully completed private placement with gross proceeds of approximately NOK 96 million (the "Private Placement"). In the said release, the board of directors of the Company (the "Board") announced that it intended to carry out a subsequent offering of up to 1,000,000 new shares (the "Offer Shares" and the "Subsequent Offering") towards shareholders of the Company who was not allocated shares in the Private Placement, provided that an extraordinary general meeting to be convened without delay made a new authorization to the Board to issue shares to strengthen the Company's equity. Such authorization was provided to the Board by the extraordinary general meeting on 29 September 2020. On this basis, the Board has now decided to proceed with the Subsequent Offering.
In the Subsequent Offering, Eligible Shareholders, being shareholders of the Company as of 7 September 2020, and consequently registered in the Company's shareholders' registers in VPS or Euroclear Sweden AB ("Euroclear") on 9 September 2020 (the "Record Date"), will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares at the Subscription Price (as defined below). Exceptions to the above are existing shareholders who (i) were allocated shares in the Private Placement and/or (ii) are resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway and Sweden, would require any filing, registration or similar action.
The subscription period in the Subsequent Offering commences today, on 20 October 2020 at 09:00 hours (CEST) and will end on 27 October 2020 at 16:30 hours (CET) (the "Subscription Period"). The subscription price in the Subsequent Offering is NOK 15.00 per Offer Share (the "Subscription Price"), which is equal to the subscription price in the Private Placement.
Eligible Shareholders will be granted 0.04366 Subscription Rights for each share in the Company registered as held by such Eligible Shareholder on the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price, subject to applicable securities laws. Over-subscription and subscription without Subscription Rights is permitted, and over-subscriptions made by holders of Subscription Rights will in the allocation be prioritized before subscriptions made by holders without Subscription Rights, cf. the details on the allocation in the Prospectus (as defined below) section 5.8 "Allocation of Offer Shares".
In order to subscribe for shares, Eligible Shareholders must provide the Manager (as defined below) with a complete and duly signed application form within the end of the Subscription Period. Applications for Offer Shares by investors in Norway should be made using the application form attached to the Prospectus, while investors in Sweden should use the application form for the Swedish market made available in a separate document on the same websites as the Prospectus (www.zwipe.com and www.arctic.com/offerings). Norwegian citizens may also subscribe through the VPS online system. Further instructions regarding the subscription procedure is available in the Prospectus (as defined below) section 5.7 "Application procedures". The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period on 27 October 2020 at 16:30 hours (CET). Subscription Rights that are not used to subscribe for Offer Shares before 16:30 hours (CET) on 27 October 2020 will have no value and will lapse without compensation to the holder.
Completion of the Subsequent Offering is subject to (i) the Board resolving the Subsequent Offering and allocating the Offer Shares, and (ii) registration of the capital increase pertaining to the Subsequent Offering with the Norwegian Register of Business Enterprises.
Notifications of allocation in the Subsequent Offering are expected to be issued on or about 28 October 2020. The due date for payment of allocated Offer Shares is on or about 30 October 2020. Delivery of the Offer Shares is expected to take place on or about 6 November 2020, through the facilities of VPS and Euroclear. Trading in the Offer Shares on Merkur Market or Nasdaq First North Growth Market (as the case may be) is expected to commence on or about 6 November 2020.
A prospectus dated 19 October 2020 (the "Prospectus") prepared in connection with the Subsequent Offering will be available electronically at www.zwipe.com and www.arctic.com/offerings, or by contacting Arctic Securities AS. Please also find the Prospectus attached hereto. The Prospectus has been approved by the Financial Supervisory Authority of Norway and border-crossed to Finansinspektionen in Sweden for use in the Swedish market.
Arctic Securities AS acts as manager in the Subsequent Offering (the "Manager"). Advokatfirmaet Simonsen Vogt Wiig AS acts as Norwegian legal counsel to Zwipe and White & Case Advokat AB acts as Swedish legal counsel to Zwipe.
Zwipe AS is obliged to make this information public pursuant to the Continuing obligations of companies admitted to trading on Merkur Market and Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8 528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 07:55 CET on 20 October 2020.
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This release is issued for information purposes only, and does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Manager is acting for the Company and no one else in connection with the Subsequent Offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Subsequent Offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
OSLO, NORWAY– 14 OCTOBER 2020 – Biometric fintech company, Zwipe, and areeba, one of the Middle East’s leading financial technology companies and payment service provider, are partnering to bring Zwipe Pay ONE enabled biometric payment solutions to banks across the Middle East and North African markets. Zwipe Pay ONE will be a market leading solution since it will combine a disruptive single chip secure element and a next generation sensor with a fingerprint registration process supported by a mobile app.
areeba and Zwipe have a long-standing collaboration, launching the first biometric payment card pilots in the Middle East and winning the Seamless Award for Best Technological Innovation in Payments for that joint project.
“We are happy to take this next big step with Zwipe, a well-known brand in biometric payments. Their disruptive Zwipe Pay ONE platform and 100% focus on biometric payment solutions complements our strong relations and end-to-end payments offering to banks and merchants across the region. We pride ourselves on being innovators and, together with Zwipe, we will give banks a new perspective on how to drive deeper customer engagement and acquisition by offering safer and more secure payments,” says Maher Mikati, CEO at areeba.
As part of this collaboration areeba has agreed to work exclusively with Zwipe in delivering biometric payment solutions including the Zwipe Experience services to help its banking customers through all stages, from early trial stage to mass market rollout.
“We are proud that areeba has now decided to roll-out biometric payments and selected Zwipe Pay ONE as its platform for doing so. We have worked closely together to introduce and strengthen the business case of biometric payments in the region and we are happy to see the market moving towards larger scale adoption,” says André Løvestam, CEO of Zwipe.
The two companies have engaged multiple smart card manufacturing partners to support the volume deployment of biometric payments, expected to start in 2021 and grow exponentially over the following years.
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This is information that Zwipe AS is obliged to make public pursuant to the Continuing obligations of companies admitted to trading on Oslo Børs Merkur Market, Nasdaq First North Growth Market and the EU Market Abuse Regulation. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 14:45 CET 14 October 2020.
About areeba
areeba is an electronic payment technology company licensed by Visa and MasterCard and has an agreement with American Express. Established in 2017, areeba adopts the latest technologies and provides solutions and payment services to banks, governments and merchants to suit their aspirations and needs.
areeba offers services tailored to global requirements, from card issuance and management, non-contact payment solutions, contactless and mobile payment. It also provides merchants and governments with the latest e-commerce platform and point-of-sale machines that adopt the highest standards and safety systems. areeba operates a wide range of loyalty programs, including: collecting points and miles, cashback programs, and providing consultancy services for the planning, design and development of electronic products and payment solutions.
For more information, visit www.areeba.com, or @areebalebanon on LinkedIn, Facebook or Instagram. areeba media contact: Nouchka El Hage, +961-1-954325 - NHage@areeba.com
OSLO, NORWAY AND HELSINKI, FINLAND – 08 OCTOBER 2020 – Biometric fintech Zwipe and TietoEVRY, the leading provider of software and digital banking services in the Nordics, have agreed to jointly roll-out biometric payment solutions based on the Zwipe Pay ONE platform.
With the recent surge in demand for safer and more secure payments, TietoEVRY is embracing biometric payment innovations that enable more hygienic, secure and convenient payments for consumers.
“We are excited to roll-out the Zwipe Pay ONE platform in close collaboration with Zwipe, a pioneer and innovator in biometric payments. We selected Zwipe as the most interesting partner for mass market deployment. Together, we will support banks to roll-out biometric payment cards and wearables at scale. From recent discussions with issuers, we already see broad interest for such innovations. Clearly, now is the time to take action,” says Jarmo Rouhiainen, Head of TietoEVRY Card Production and Personalization Services.
As part of this commercial agreement, Zwipe will provide TietoEVRY with technical support towards biometric payment card integration, enrollment solutions, and a complete end-to-end advisory offering aimed at helping banks successfully deploy biometric payment solutions. TietoEVRY will source their Zwipe Pay ONE-based cards through their network of card manufacturers.
“Partnering with TietoEVRY is a significant milestone for Zwipe. TietoEVRY’s deep relations with a large number of banks in the Nordics, Baltics and beyond will be a strategic complement to Zwipe’s technology leadership, accelerating the deployment of next generation contactless payments. Partnering closely with one of Europe’s strongest players in payment services, we are further showcasing the value-add we deliver to the ecosystem,” says André Løvestam, CEO of Zwipe.
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This is information that Zwipe AS is obliged to make public pursuant to the Continuing obligations of companies admitted to trading on Oslo Børs Merkur Market, Nasdaq First North Growth Market and the EU Market Abuse Regulation. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 12:00 CET on 8 October 2020.
OSLO, NORWAY– 29 September 2020 – The Extraordinary General Meeting in Zwipe AS (Company) was held today. All proposed resolutions were approved unanimously in accordance with the call for the meeting. The minutes of the Extraordinary General Meeting are included as an attachment. The complete proposal, which was approved by the Extraordinary General Meeting, is available on www.zwipe.com for further reference. The attendants of the EGM represented 10,2% of the votes in the company.
The following resolutions were made:
Approval of capital increase directed against the chair of the Board
The general meeting resolved to approve the board's use of the authorization to increase the share capital to strengthen the Company's equity to issue and allocate 333,333 shares to the chair of the board of directors in the board meeting on 7 September 2020 on the terms that were stated in the company’s announcement on 7 September 2020.
Board authorizations and instructions to the Board regarding use of the authorization to issue shares to increase the company's equity
The Board proposed that a new authorization for the Board on capital increases are issued, to cater for strengthening of the Company's equity, including to facilitate for a potential repair issue (extract, please refer to the attachment to the notice for the complete proposal).
The Extraordinary General Meeting resolved to approve that the General Meeting granted a new authorization to the Board to issue shares corresponding to up to 10% of the share capital after both the capital increases under the Private Placement have been completed. The new authorization shall be restricted to issue shares to strengthen the Company's equity to the extent the Board considers this to be in the Company's best interest at the given time.
The authorization shall remain in force until the end of the annual general meeting 2021, however not beyond 30 June 2021. The pre-emptive right of the shareholders to subscribe may be set aside.
Resolution to amend the provision in the articles of association on notice period for the general meeting
The general meeting resolved to amend article 10 of the articles of association so that the notice period to the general meeting (ordinary and extraordinary) is 7 days.
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This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Oslo Børs Merkur Market and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0)8528 00 399. The information was submitted for publication, through the agency of the contact person set out below, on 29 September, 2020 at 13:30 CEST
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards and wearables that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 528 00 399
For more information contact: Lars Kristian Solheim, CFO, +47 991 66 135 ir@zwipe.com
OSLO, NORWAY - 08 September 2020- The board of directors of Zwipe AS call for an Extraordinary General Meeting to be held on 29 September 2020 at 10:00 CET.
Please find enclosed the notice of the Extraordinary General Meeting.
Notice of attendance, in person or by proxy, shall be given no later than 28 September 2020 at 16:00 CET. Shareholders are encouraged to register via the following link here.
Alternatively, the attached form may be sent by e-mail to genf@dnb.no, or regular post to DNB Bank ASA, Verdipapirservice, NO-0021 Oslo.
The board of directors (the "Board") has proposed the following agenda:
Proposed decisions from the Board and the Nomination Committee (extracts only, please see the attachments to the notice for the full proposals)
Matter no. 4: Approval of capital increase directed against the chair of the Board
The general meeting resolved to approve the board's use of the authorization to increase the share capital to strengthen the Company's equity to issue and allocate shares to the chair of the board of directors in the board meeting on 7 September 2020.
Matter no. 5: Proposal to issue a new authorization to the Board to strengthen the Company's equity
As the Board has used the registered authorization to strengthen the Company's equity to complete the Private Placement, the Board proposes that the general meeting resolves to issue a new authorization to the board to increase the Company's equity (including to facilitate for a potential repair issue).
The board of directors is hereby granted authorization to increase the company's share capital, on one or several occasions, with up to NOK 319,065.80 (3,190,658 new shares), equivalent to 10% of the share capital after the Private Placement has been completed.
The authorization may be used to issue shares to strengthen the company's equity to the extent the board of directors considers this to be in the company's best interest at the given time.
Matter no. 6: Proposal to amend the provision in the articles of association on notice period for the general meeting
The notice period to the general meeting (ordinary and extraordinary) is 7 days, from 21 days in the company’s articles of association prior to this meeting.
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About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards and wearables that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For more information, please contact:
Lars Kristian Solheim, CFO
+47 991 661 35
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Oslo Børs Merkur Market and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0)8528 00 399. The information was submitted for publication, through the agency of the contact person set out below, at 15:20 CET on 08 September 2020.
