OSLO, NORWAY– 28 January 2021 – The Extraordinary General Meeting (EGM) in Zwipe AS was held today. All proposed resolutions were approved unanimously in accordance with the call for the meeting. The minutes of the EGM are included as an attachment. The complete proposal, which was approved by the EGM, is available on www.zwipe.com for further reference. The attendants of the EGM represented 24.57 % of the votes in the company.
The following resolutions were made:
Election of members to the nomination committee
In accordance with the proposal from the nomination committee and the support from the board of directors, the EGM resolved to approve the following new nomination committee:
Further, the general meeting resolved to approve that Lars Windfeldt was appointed as the chair of the nomination committee.
“We are pleased to be a long-term investor in Zwipe, and we have since our first investment in Zwipe in September last year increased our shareholdings considerably. We believe the company is well positioned for success in a global market with fast-growing demand for truly contact free card payments. As part of this journey, I am happy that the general meeting approved the proposal from the current nomination committee and the board. I am looking forward to contribute in the new nomination committee and ensure Zwipe shareholders’ interests are optimized,” Niclas Eriksson of Vasastaden said.
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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 Euronext Growth Market in Oslo 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 28 January 2021 at 11:30 CET
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
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology 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
OSLO, NORWAY– 26 January 2021 – Reference is made to the notice made public by Zwipe AS (the "Company") on 7 January 2021 at 16:29 of an extraordinary general meeting in the Company scheduled to be held on 28 January 2021 at 10:00 CET. Due to the recent increase in the applicable Covid-19 restrictions, the Company has decided that the meeting will be held with only digital participation. No physical participation will be facilitated.
If you have registered your interest in accordance with the notice of the extraordinary meeting and want to participate, please send a request via e-mail to the Company to ir@zwipe.com by CET 16:00 on 27 January 2021 to receive an invitation.
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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 Euronext Growth Market in Oslo and on Nasdaq First North Growth Market in Stockholm. 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 26 January 2021 at 11:30 CEST.
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
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology 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
OSLO, NORWAY – 07 January 2021 - The board of directors of Zwipe AS call for an Extraordinary General Meeting to be held on 28 January 2021 at 10:00 CET.
Please find enclosed the notice of the Extraordinary General Meeting.
Following the capital increase in September and November, the nomination committee and the board of directors (the "Board") in Zwipe have assessed the need for changes to the nomination committee, so that the new nomination committee may assess the need for changes to the board of directors prior to the annual general meeting in 2021.
As part of its work on proposing new candidates for election to the nomination committee, the nomination committee, consisting of Paal Raaholt, Magnus Berner and Jörgen Lantto, has been in contact with several key persons related to Zwipe. The nomination committee has been in contact with shareholders, in particular the new major shareholder Vasastaden, as well as previous major shareholder (and now second largest shareholder) Lars Windfeldt. The nomination committee has also been in contact with the Board and the company's management, prior to presenting their proposal to the Board.
Resulting from these contacts, the nomination committee proposes that a new nomination committee is elected, consisting of Niclas Eriksson (Vasastaden), Lars Windfeldt and Jörgen Lantto.
“On behalf of the Board of Directors of Zwipe, I welcome the fact that our new major shareholder Vasastaden, a renowned Swedish institutional investor, wishes to take an active role as member of Zwipe’s nomination committee through its Chairman, Niclas Eriksson. I also welcome that Lars Windfeldt, who has been a major shareholder for Zwipe since 2011, wishes to join the nomination committee as its Chairman. The fact that our two largest shareholders wish to invest their time and energy into supporting the company, besides their capital investments, is very encouraging” said Jörgen Lantto, chairman of the Board of Zwipe.
As a result of this, the Board decided to call for an Extraordinary General Meeting, and proposed the following agenda:
Opening of the general meeting by the chair of the Board. Registration of meeting shareholders
Election of a meeting chairperson and person to co-sign the minutes together with the chairperson
Approval of the notice and the agenda
Election of members to the nomination committee
Proposed decisions from the Board (extracts only, please see the attachments to the notice for the full proposals)
Matter no. 4: Election of members to the nomination committee
In accordance with the proposal from the nomination committee and the support from the board of directors, the Board propose the following new nomination committee is elected:
Niclas Eriksson
Lars Windfeldt
Jörgen Lantto
Further it is proposed that Lars Windfeldt is appointed as the chair of the nomination committee.
Notice of attendance, in person or by proxy, shall be given no later than 27 January 2021 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.
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About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology 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 16:30 CET on 7 January 2021.
OSLO, NORWAY– 23 November 2020 – Biometric fintech company Zwipe confirms that its Zwipe Pay ONE platform will be incorporated in the recently announced market pilot with TietoEVRY and OP Financial Group. OP is Finland’s largest financial services group offering banking, non-life insurance and wealth management services for over four million customers. TietoEVRY is the leading provider of software and digital banking services and a leader in card payment services in Nordic & Baltic region. Subject to a successful pilot, OP will consider launching biometric payment cards.
See announcement from TietoEVRY here.
Based on a disruptive single silicon payment platform, Zwipe Pay ONE is a first-of-its-kind solution delivering superior energy efficiency and excellent biometric performance at highly competitive prices.
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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 09:20 CET on 23 November 2020.
OSLO, NORWAY – 19 November 2020- The share capital increase of 1,000,000 new shares in Zwipe AS, as resolved by the board of the company on 28 October 2020, has today been registered in the Norwegian Register of Business Enterprises. The new share capital is NOK 3,290,657.60, and the new number of shares and votes is 32,906,576.
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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, at 10:00 CET on 19 November 2020.
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.
