SCAP becomes a distributor for Zwipe and creates the first starter pack in French for Zwipe Access, the biometric Access control card.
OSLO, NORWAY and VAULX EN VELIN, March 27, 2024 – Zwipe A.S., a company listed on the stock exchanges of Oslo and Stockholm, a pioneer and world leader in the development of biometric technology on cards for identification, access control and payment, has teamed up with SCAP, the leading distributor of access control cards and readers in France, focusing on providing advanced security RFID solutions, to introduce the innovative "biometric system-on-card" to SCAP's customers in France.
SCAP's customer base spans across the entire security industry in France, including physical and logical access system manufacturers, installers, integrators as well as corporations in various industries, including airports, transportation, healthcare, data centers, critical infrastructure, manufacturing, government, and education.
As a testimony of SCAP commitment and to fulfil immediate demand from early adopters, SCAP has placed its first purchase order to Zwipe already and launched the first Zwipe Access starter pack in French language.
Zwipe Access utilizes state-of-the-art biometric capture and matching technology to securely store the cardholder’s encrypted fingerprint template directly within the card’s smart chip during issuance. This integration seamlessly aligns with the requirements of SCAP’s customers, allowing them to integrate biometric verification swiftly, securely, and cost-effectively into their existing security infrastructure.
According to Pierre Yves Dudal, president of SCAP, “In today’s highly secure EU requirements for working environment, having easy access to the latest access technologies is critical for all strategic or sensitive sites. The biometric card provided by Zwipe brings breakthrough ID card technologies to existing identification systems for the next generation of physical and logical access.”
“We are happy to partner with SCAP, a leading advanced security solution distributor. We look forward to developing and strengthening the relationship with the French security market thanks to our local expertise and support, as well as supporting SCAP to deliver best- in-class customization and logistic for access control solutions integration partners globally,”, says Robert Puskaric, President and CEO of Zwipe.
About SCAP
For over two decades, SCAP has been a trusted authority in identification and security solutions. SCAP's extensive experience in RFID cards and readers and close collaboration with the security installers have allowed SCAP to rigorously test and refine SCAP's product range.
SCAP specializes in a wide array of RFID technologies, from the basic Prox 125 kHz and EM/TEMIC to the more sophisticated 13.56 MHz, MIFARE DESfire® EV3, HID iCLASS, SEOS, and beyond. In addition to standard formats, SCAP offers customized encoding options. SCAP's badges come also in combination with the appropriate RFID readers. SCAP is member of SELEPSO Group.
For more information, visit www.scap.name
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit: www.zwipe.com
OSLO, NORWAY – 26 March 2024 – Zwipe AS ("Zwipe" or "the company") has today released its Annual Report 2023, including the Board of Directors report and financial statements. The report and annual accounts were approved by the Board of Directors after the close of business on 25th of March 2024. The 2023 Annual Report is attached to this release and available at https://www.zwipe.com/investors/reports.
OSLO, NORWAY – 22 February 2024 – Zwipe AS ("Zwipe" or "the company") today announces its results for the first half of 2023.
Highlights H2 2023
Significant events after the period
H2 2023 operational review
Commenting on the second half of 2023, Zwipe CEO Robert Puskaric says, “Despite our many go-to-market partnerships around the globe and 50+ dialogues with issuers, market adoption of biometric payment cards in 2023 simply did not happen as Zwipe or anyone else in the industry expected. Issuers continue to be slow-moving meaning that commercial orders from our SCM customers and revenues for Zwipe Pay were far lower than anticipated at the start of the year.”
Progress in Zwipe Access has been much more positive, with Puskaric continuing, “Much more optimistically, we have seen considerable interest in biometric access control technology throughout 2023. Across the USA and Europe, we have more than 35 Zwipe Access go-to-market partnerships, and these partners are currently carrying out more than 65 proofs of concept.” These proofs of concept (“PoCs”) of Zwipe Access technology include end-user enterprises including Fortune 100 companies, Top 3 cloud service providers, healthcare facilities, airports, data centers, government agencies, and critical infrastructure operators. These PoCs are expected to translate into commercial orders and meaningful revenue in the short term, with an additional, powerful growth catalyst deriving from the EU NIS2 Directive on cybersecurity requirements in critical infrastructure sectors.
In the USA, Zwipe Access completed a critical operational test and evaluation by National Safe Skies Alliance, Inc. (Safe Skies) at Richmond International Airport (RIC) early in 2024. The Safe Skies team’s report offers a positive assessment of Zwipe Access technology in airports and is expected to motivate airports across the Americas to evaluate Zwipe Access technology. Zwipe continues to make positive progress with our key GTM partners including Schneider Electric, MC Dean, Matrix Systems and NCS in the Americas and in AWT, Assa Abloy, Certego and others in Europe.
Fundraising and new strategic direction
The negative developments in Zwipe Pay and positive developments in Zwipe Access during the second half led to our January 2024 announcement of a new strategic direction for Zwipe, which will see the company focus our resources almost exclusively on commercialization of Zwipe Access where the near-term commercial opportunity is clear.
Just before the January 2024 announcement, Zwipe completed a rights issue in December 2023 raising NOK 35 million in gross capital, with additional capital possible from an exercise of warrants in December 2024. Funds raised in addition to cash on hand will now be directed primarily to accelerating Zwipe Access commercialization, with substantially less required to support additional technology development or supply chain purchases associated with Zwipe Pay. When combined with the June 2023 restructuring, Zwipe expects operational costs to be more than NOK 40 million lower than in 2023. Total cash flow over the coming two years is also expected to be more than NOK 40 million better than if Zwipe had continued to focus on both business lines, giving Zwipe longer runway and greater financial flexibility. These decisive actions alongside funds raised from the rights issue should put Zwipe on a path towards cashflow breakeven, which we hope to reach in 2025.
H2 2023 financial review
Zwipe reported total revenues of NOK 1.2 million during H2 2023, lower than the NOK 3.1 million reported in H2 2022 and the NOK 1.7 million reported in H1 2023. Total operating expenses totalled NOK 44.6 million in H2 2023, down NOK 15.1 million compared to H2 2022, and down NOK 12.9 million compared to the first half of 2023. The above resulted in net income for H2 2023 of NOK -43.9 million, substantially better than NOK -57.1 million reported in H2 2022 and NOK -56.1 million in H1 2023.
Total net cash flow for H2 2023, including cash flow from financing and investing activities, was NOK -33.7 million compared to NOK -59.3 million in H2 2022.
On 31 December 2023, cash and cash equivalents were NOK 42.2 million, compared to NOK 50.5 million on 31 December 2022 and NOK 76.0 million on 30 June 2023. With the remaining outstanding funds from the rights issue of NOK 24.4 million received in early January 2024, the effective “turn of year” cash position was NOK 66.6 million.
Going forward
Zwipe’s priorities for 2024 all involve accelerating Zwipe Access commercialization and maximizing Zwipe’s financial flexibility:
Results presentation
CEO Robert Puskaric and CFO Hugo Petit will present the H2 2023 results by webcast today, February 22nd, at 13:00 CEST.
Webcast details:
Date: 22 February, 13.00 CET
Format: webcast and Q&A
Language: English
Link: https://app.webinar.net/bEArXRLNvJG
Participants will be required to register to view the webcast and participate in the Q&A, and are encouraged to submit their questions before the webcast to ir@zwipe.com.
###
This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 on 22 February 2024.
###
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
For more information, please contact:
ir@zwipe.com
Zwipe AS will publish its H2 2023 financial report on 22 February 2024 at 08.00 CET. On the same day at 13.00 CET, the company will host a webcast to present the report. After the presentation, the webcast will be opened up fr questions from the audience.
Participants will be required to register to listen to the webcast and participate in the Q&A.
Webcast details:
Date: 22 February, 13.00 CET
Format: webcast and Q&A
Language: English
Link:
https://app.webinar.net/bEArXRLNvJG
For more information contact:
NEW ORLEANS, LOUISIANA, USA and OSLO, NORWAY – 25th January 2024 - Safe Skies’ evaluation report entitled SSDA—23-032 Zwipe Access Biometric Smart Card was published in November 2023. This report is available to qualified airport personnel at US commercial-service airports via the Homeland Security Information Network (HSIN) or by contacting anna.hamilton@sskies.org with their request.
Safe Skies, an independent third-party, non-profit organization funded by the Federal Aviation Administration, conducts thorough testing of security systems’ detection capabilities, reliability, and maintainability under active airport operational and environmental conditions. Safe Skies performs its evaluations under an ISO 9001:2015-approved Quality Management System.
“We are very pleased with the results of the evaluation,” said Tim Walsh, President of Tadera. “The Zwipe Access system is a highly secure and user-friendly solution that meets the needs of airports. We are confident that this product will be a valuable addition to our portfolio and will help airports enhance their security posture.”
“We are excited to partner with Tadera to bring this innovative biometric access card system to the market,” said Robert Puskaric, CEO of Zwipe. “The encouraging evaluation results instill confidence in our vision that the Zwipe Access system strengthens security at airports worldwide.
For further information, please contact:
Tim Walsh, timothy.walsh@TADERA.com; 504-754-0048 for TADERA
Marcel Williams,marcel.williams@Zwipe.com; 954-649-6222 for Zwipe
About ASSIST
Safe Skies’ Airport Security System Integrated Support Testing (ASSIST) Program is a collaborative effort between US commercial-service airports, the Transportation Security Administration, the Federal Aviation Administration, Airports Council International-North America, American Association of Airport Executives, and Airport Consultants Council. Safe Skies created the ASSIST Program to fulfill its core purpose of helping airport operators meet their security responsibilities using a transparent process for identifying, selecting, and executing projects that are designed to create a more efficient and effective airport security system.
About TADERA
TADERA's commitment to the airport sector spans over 40 years, culminating in our transformation into TADERA from Civix CI. Our mission is to enhance the safety, security, and financial stability of airports, ensuring world-class facilities for passengers and cargo transport. The name TADERA reflects our dedication to facilitating Transportation, Aviation, and Destinations in the next era of air travel. We provide software and integrated technology solutions that elevate the safety and financial performance of airports. TADERA serves the Federal Aviation Administration, state aeronautics departments, and more than 100 airports worldwide.
Learn more about us at
www.tadera.com.
About Zwipe
Zwipe believes in the inherent uniqueness of every individual, paving the way for a safer future. We passionately collaborate across international networks, industries, and cultures to make convenience both secure and safe. At Zwipe, we pioneer next-generation biometric card and wearables technology for payment, physical and logical access control, and identification solutions. We promise our customers and partners deep insights and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. With our headquarters in Oslo, Norway, and a global presence, we are shaping the future of security.
Learn more at
www.zwipe.com.
OSLO, NORWAY – 16 January 2024 – Zwipe AS today announces a company restructuring and new strategic direction, increasing its focus on Zwipe Access and accelerating the commercialization of its biometric authentication technology in the access control market. As a result of the change in strategic focus, the company has initiated a restructuring process that is expected to reduce operational costs, particularly related to Zwipe Pay. On a directly comparable basis excluding one-off costs, the Group expects to reduce operating costs in 2024 by approximately NOK 40 million compared to 2023, combining the effects of Zwipe’s new strategy and the streamlining plan previously announced on 21 June 2023.
“Zwipe has seen considerable traction and progress in the access control market in 2023, with more than 30 partnerships signed or in progress in the USA and Europe. The market is in its early stages but we believe biometric cards can represent a substantial share of the nearly 500 million smart access cards expected to be shipped annually in coming years. Our value proposition is clear, with partners and end-users alike recognizing the substantial benefits of biometric access control technology in terms of security, convenience, and GDPR compliance,” says Zwipe CEO Robert Puskaric.
In addition, in recent months compliance with the EU NIS2 Directive on cybersecurity requirements in critical infrastructure sectors – required by October 2024 and which Zwipe Access provides – has emerged as a critical catalyst for end customers, encouraging them to consider the adoption of biometric access control solutions.
Zwipe has more than 60 proofs of concept in progress with end users, including a Top 3 global cloud service provider, a well-known Swedish consumer technology company, Berkshire Hathaway Energy Group, Fortune 100 companies, and entities including government agencies, airports, critical infrastructure operators, data centers, and healthcare facilities.
“Our new strategic direction will mean laser focus on the singular objective to rapidly achieve commercial success with Zwipe Access, while operating in as lean a manner as possible to maximize our financial flexibility,” says Puskaric.
Zwipe has historically focused primarily on the development and application of its biometric authentication technology in the payments market. Over the last two years, Zwipe completed the development of Zwipe Pay including mobile enrollment solutions, achieved full certification of the technology by both Visa and Mastercard, and spent significant time lining up the biometric payment card (“BPC”) value chain players to launch quickly once banks decided to move forward with biometric payment cards. However, neither market adoption nor the pace of commercial launches has materialized in the manner Zwipe or other players had expected, particularly towards the end of 2023.
“The decision to focus on Zwipe Access is a natural outcome of the traction seen in 2023. However, all the effort that went into developing and certifying Zwipe Pay is what laid the foundation for success with Zwipe Access. Our Access partners and end customers tell us they gain confidence using technology subjected to the rigorous testing required for certification in the payments market,” states Puskaric. Zwipe will continue to serve and fulfill purchase orders from Zwipe Pay customers that have already been certified.
Cost reduction initiatives will begin immediately, with full impact from the middle of the second quarter of 2024. On a net basis, five employees will leave Zwipe, with departures linked to Zwipe Pay, while the Zwipe Access sales team will increase slightly as the company ramps up commercialization efforts here.
Total cash flow over the coming two years is anticipated to be more than NOK 40 million better than if Zwipe had continued to focus on both payments and access control, giving Zwipe significantly longer runway and greater financial flexibility.
“While it is heartbreaking to let highly valued employees go and transition away from Zwipe Pay, we fully believe this is the right course of action for our shareholders. Zwipe Access is a higher margin business with visible commercial inroads, and our objective is for Zwipe to approach breakeven in H2 2025 as a result of higher margins, lower operational costs, and lower supply chain costs,” says CEO Robert Puskaric.
The recently completed rights issue, which includes a possible exercise of warrants in December 2024, should enable this path to profitability.
The Company will host a webcast today, 16 January at 15:00 CET, about our new strategic focus. After the presentation, the webcast will be opened up for questions from the audience.
Webcast details
Date: 16 January 2024
Time: 15:00 CET
Format: Webcast and Q&A
Language: English
Link: https://app.webinar.net/4bmE8YkDrNQ
For further information, please contact:
Robert Puskaric, CEO
###
This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 on 16 January 2024.
###
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
OSLO, NORWAY – 5 January 2024 – Zwipe has appointed Hugo Petit as interim CFO with Zwipe’s current CFO and Head of IR, Danielle Glenn, deciding to leave the company to join a capital markets advisory and consulting firm
Ms. Glenn has been responsible for Zwipe’s capital markets activities, including the two rights issues in 2023. She has also been instrumental in designing Zwipe’s overall strategic, operating, and investment plans and in restructuring the company to maximize financial flexibility and liquidity. Mr. Petit will join Zwipe as soon as possible, bringing over 20 years of experience as a CFO.
“I am excited to work with Hugo, who has a great deal of experience keeping organizations lean and streamlined while adapting to fast-evolving markets,” says Zwipe CEO Robert Puskaric.
“I would like to thank Danielle for her significant contributions to Zwipe in a difficult environment. She has been a dynamic and integral part of the management team, providing valuable strategic input and handling her myriad cross-departmental responsibilities with efficiency and diligence. The Board and I wish her all the best in her new role,” continues Puskaric.
The company has agreed with Ms. Glenn that she will leave Zwipe at the end of January 2024 but stay on as long as needed thereafter in a consulting capacity to ensure the smooth handover of responsibilities and transition to the new CFO.
For further information, please contact:
Robert Puskaric, CEO
###
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 14:05 on 5 January 2024.
###
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
OSLO, NORWAY – 3 January 2024 – Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 14 December 2023 regarding the final allocation of a rights issue of units, each consisting of one new share in the Company, each with a nominal value of NOK 0.10 and one warrant of series T01 (the "Warrants"), with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35 million (the "Rights Issue").
The Rights Issue resulted in the issuance of 64,823,988 Warrants, of which 40,889,612 Warrants were allocated to subscribers in the Rights Issue and 13,480,092 Warrants were allocated to the top guarantor in connection with the Convertible Loan (as defined below). All 64,823,988 Warrants will be listed and tradable on Euronext Growth Oslo for a period commencing today, 3 January 2024 and ending at 16:30 (CET) on 9 December 2024. In addition, the Warrants will be listed on Nasdaq First North Growth Market Sweden for a period commencing today, 3 January 2024 and ending at 16:30 (CET) on or about 10 December 2024. The 10,454,284 Warrants not allocated to subscribers in the Rights Issue or in connection with the Convertible Loan (as defined below) will not be used and will be returned to the Company.
Two (2) Warrants entitle to the subscription of one (1) new share in the Company. The subscription price upon exercise of the Warrants shall for subscription of one share in the Company be 70% of the ten-day VWAP (Volume Weighted Average Price) of the Company's shares on Euronext Growth Oslo the last ten (10) trading days prior to commencement of the Exercise Period, but never lower than NOK 0.10 per share and never higher than 1.20 per share. Consequently, if all Warrants are exercised, the Company expects to raise an additional amount of minimum NOK 3,241,199.40 and maximum NOK 38,894,392.80.
Holders of Warrants may either sell their Warrants or use them to subscribe for shares in the Company, in both cases within the deadlines stated above. As such, the Warrants may have a financial value for the holders, depending on the prevailing market price for the shares in the Company. If the Warrants are not sold or exercised within the respective deadlines, the Warrants will lapse with no compensation to the holders.
For more information pertaining to the Warrants, please see the prospectus prepared in connection with the Rights Issue (the "Prospectus"), which is available on the Company's website www.zwipe.com and on the Swedish Financial Supervisory Authority's website, www.fi.se.
Pre-commitment and bottom guarantee commitments:
In connection with the Rights Issue, the Company received subscription commitments from a number of existing shareholders totaling approximately NOK 8.8 million, corresponding to approximately 25 percent of the Rights Issue. No compensation is paid for these subscription commitments.
In addition, Zwipe received so-called bottom guarantee commitments of approximately NOK 15.8 million. Through the bottom guarantees together with the subscription commitments, approximately 70 percent of the issue proceeds in the Rights issue was secured. For the so-called bottom guarantees, a compensation of thirteen (13) percent of the guaranteed amount is paid. The subscription commitments and bottom guarantee commitments were not secured by bank guarantee, escrow funds, pledging or similar arrangements. Detailed information regarding the parties that have entered into subscription commitments and guarantee undertakings can be found in the Prospectus.
Top guarantee commitment and new issue of the Convertible Loan and Warrants pursuant to the top guarantee commitment:
Zwipe received a so-called top guarantee of approximately NOK 10.5 million. The top guarantee was fulfilled by the top guarantor subscribing for a convertible loan in the Company of NOK 10,514,472 (the "Convertible Loan"). Through the top guarantee, together with the subscription commitments and the bottom guarantee commitments, 100 percent of the issue proceeds in the Rights Issue was secured. For the so-called top guarantee, a compensation of fifteen (15) percent of the guaranteed amount is paid. The top guarantee commitment was not secured by bank guarantee, escrow funds, pledging or similar arrangements. The subscription amount has been paid to the Company.
The top guarantor also had the right and obligation to subscribe for Warrants free of charge in relation to the subscription price for the Convertible Loan. The number of Warrants the top guarantor was entitled to subscribe for amounted to the maximum number of Units in the Rights Issue less the aggregate number of Units subscribed for by existing shareholders in the Company and Units subscribed for under the bottom guarantee commitments, multiplied by 0.78. Based on these principles, the top guarantor was allocated 13,480,092 Warrants.
####
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 07:57 on 3 January 2024.
####
For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
####
IMPORTANT NOTICE
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
OSLO, NORWAY – 2 January 2024 – Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 14 December 2023 regarding the final allocation of a rights issue of units, each consisting of one new share in the Company, each with a nominal value of NOK 0.10 and one warrant of series T01, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35 million (the "Rights Issue").
The share capital pertaining to the Rights Issue has now been registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). The Company's new share capital is NOK 9,930,334.40, divided into 99,303,344 shares, each with a nominal value of NOK 0.10.
####
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 11:30 on 2 January 2024.
####
For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IN WHOLE OR IN PART WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN ZWIPE AS. SEE THE "IMPORTANT INFORMATION" SECTION BELOW
OSLO, NORWAY – 6 MARCH 2023 - Reference is made to previous stock exchange announcements from Zwipe AS (the "Company" or "Zwipe") regarding a fully guaranteed rights issue of 20,862,047 new shares in the Company (the "Offer Shares"), raising gross proceeds of NOK 100,137,825,60 (the "Rights Issue").
The subscription period in the Rights Issue starts today, 6 March 2023, at 09:00 hours (CET). Certain information about the Rights Issue is set out below. The complete terms and conditions of the Rights Issue are set out in the Prospectus (as defined below).
Erik Penser Bank AB is acting as manager in the Rights Issue (the "Manager").
Allocation and grant of subscription rights
The shareholders of the Company as of 27 February 2023 and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository ("VPS") or in Euroclear Sweden AB through the arrangement with SIX SIS AG ("Euroclear") as at the expiry of 1 March 2023 (the "Record Date", the "Existing Shareholders" and "Existing Share(s)") will be granted transferable subscription rights in the Rights Issue (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for, and be allocated, Offer Shares at a subscription price of NOK 4.80 each (the "Subscription Price").
Each Existing Shareholder has been granted one (1) Subscription Right for each Existing Share registered as held by the Existing Shareholder in VPS or in Euroclear at the Record Date. The Subscription Rights have been distributed free of charge to the Existing Shareholders.
Nine (9) Subscription Rights will, subject to applicable law, give the right to subscribe for, and be allocated, five (5) Offer Shares in the Rights Issue.
The grant or purchase of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway or Sweden, may be affected by laws of the relevant jurisdiction. For more information regarding restrictions in relation to the Rights Issue, see Section 16 "Selling and Transfer Restrictions" in the prospectus prepared by the Company and dated 1 March 2023 (the "Prospectus"). The Prospectus is, subject to applicable local securities laws, available at the websites of the Company (https://www.zwipe.com/investors/reports) and the Manager (https://www.penser.se/corporate-finance/#pagaende-uppdrag).
Subscription period
The subscription period will commence on 6 March 2023 at 09:00 hours (CET) and end on 20 March 2023 at 16:30 hours (CET) (the "Subscription Period"). The Subscription Period may not be shortened, but the Company's board of directors (the "Board") may extend the Subscription Period and, if so required by the EU Prospectus Regulation, make public a supplement to the Prospectus.
Subscription Rights
The Subscription Rights in the Rights Issue will be tradeable on Euronext Growth Oslo under the ticker code "ZWIPT" and on Nasdaq First North Growth Market under the ticker code "ZWIPE TR" from 6 March 2023 at 09:00 hours (CET) until close of trading on Euronext Growth Oslo (at 16:30 hours CET) and on Nasdaq First North Growth Market (at 17:30 hours CET), respectively, on 14 March 2023.
Persons intending to trade in Subscription Rights should be aware that trading in, and exercise of, Subscription Rights by holders who are located in jurisdictions outside of Norway or Sweden may be restricted or prohibited by applicable securities laws. See Section 16 "Selling and Transfer Restrictions" in the Prospectus for further information.
Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period on 20 March 2023 at 16:30 hours (CET) or sold before 14 March at 16:30 hours (CET) will have no value and will lapse without compensation to the holder.
The Subscription Rights are expected to have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company, as further detailed in Section 5.22 "Dilution" of the Prospectus.
Subscription Price
The Subscription Price is NOK 4.80 per Offer Share.
Subscription procedures
Subscription procedures for subscribers with a VPS account
Subscriptions for Offer Shares by subscribers with a VPS account must be made by submitting a correctly completed subscription form ("Subscription Form") to DNB Bank ASA, Registrar's Department (the "VPS Registrar") during the Subscription Period, or may, for subscribers who are residents of Norway with a Norwegian personal identification number (Nw. fødselsnummer), be made online as further described below.
Correctly completed Subscription Forms must be received by the VPS Registrar at the following address: Dronning Eufemias gate 30, P.O. Box 1600 Sentrum, N-0021 Oslo, Norway, or e-mail address: retail@dnb.no , or in the case of online subscriptions be registered, no later than 16:30 hours (CET) on 20 March 2023.
Subscribers who are residents of Norway with a Norwegian personal identification number are encouraged to subscribe for Offer Shares through the VPS online subscription system (or by following the link on https://www.zwipe.com/investors/reports, which will redirect the subscriber to the VPS online subscription system). All online subscribers must verify that they are Norwegian residents by entering their national identity number. In addition, the VPS online subscription system is only available for individual persons and is not available for legal entities. Legal entities must, thus, submit a Subscription Form in order to subscribe for Offer Shares. Subscriptions made through the VPS online subscription system must be duly registered before the expiry of the Subscription Period.
Subscribers that are not able to use the VPS online subscription system must submit a correctly completed Subscription Form to the VPS Registrar during the Subscription Period. The Subscription Form is attached to the Prospectus.
Subscription procedures for the Swedish market
Subscriptions for Offer Shares by holders of Subscription Rights through Euroclear must be made pursuant to the instructions they receive from either Euroclear or the holders' bank or financial intermediary during the Subscription Period.
The underwriting and subscription commitments
The gross proceeds of the Rights Issue have been fully guaranteed by certain pre-committed shareholders (the "Pre-Committed Shareholders") and certain underwriting shareholders (the "Underwriters") in underwriting agreements dated 22 November 2022 (the "Underwriting Agreements" and the "Underwriting"). The Underwriters have, on a firm commitment basis, undertaken, severally and not jointly, and otherwise on the terms and conditions set out in the Underwriting Agreements to underwrite the Rights Issue for a total underwriting amount of NOK 65,612,198.40, i.e. for all the Offer Shares less an amount of NOK 34,525,627.20 being covered by subscription commitments from the Pre-Committed Shareholders.
Pursuant to the Underwriting Agreements, each Underwriter will receive an underwriting fee of 14% of their respective underwritten amount.
The Underwriting will expire in the event that the relevant Underwriter is not notified of any allocation under the Underwriting Agreement within 30 April 2023.
See Section 5.23 "The Underwriting and Subscription Commitments" in the Prospectus for further information about the Underwriters and the Pre-committed Shareholders.
Conditions for completion of the Rights Issue
The completion of the Rights Issue is subject to the Underwriting Agreements remaining in full force and effect if required in order to raise the gross proceeds.
If it becomes clear to the Board that the entire gross proceeds of the Rights Issue will not be raised, for instance due to the Company not having received the aggregate subscription amount for the Offer Shares, the Rights Issue will be withdrawn. The Board may choose to delay completion of the Rights Issue if part of the subscription amount is not received by the Company on time.
If the Rights Issue is withdrawn, all Subscription Rights will lapse without value, any subscriptions for, and allocations of, Offer Shares that have been made will be disregarded and any payments for Offer Shares made will be returned to the subscribers without interest or any other compensation. The lapsing of Subscription Rights will be without prejudice to the validity of any trades in Subscription Rights, and investors will not receive any refund or compensation in respect of Subscription Rights having been purchased in the market.
See section 5.5 "Completion of the Rights Issue" in the Prospectus for further information about the completion of the Rights Issue.
Financial intermediaries
All persons or entities holding Existing Shares or Subscription Rights through financial intermediaries (e.g., brokers, custodians and nominees) should read Section 5.12 "Financial intermediaries" in the Prospectus. All questions concerning the timeliness, validity and form of instructions to a financial intermediary in relation to the exercise of Subscription Rights should be determined by the financial intermediary in accordance with its usual customer relations procedure or as it otherwise notifies each beneficial shareholder.
Allocation of Offer Shares – listing and commencement of trading in the Offer Shares
Following expiry of the Subscription Period, the Offer Shares will be allocated to subscribers in accordance with the allocation principles described in Section 5.14 "Allocation of the Offer Shares" in the Prospectus. Payment for allocated Offer Shares falls due on or about 24 March 2023.
Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 28 March 2023. Under the same conditions, allocated Offer Shares are expected to be delivered on or about 29 March 2023 through the facilities of VPS and on or about 31 March 2023 through the facilities of Euroclear. Trading in the Offer Shares on Euronext Growth Oslo is expected to commence on or about 28 March 2023 and on Nasdaq First North Growth Market on or about 31 March 2023.
#######
This information is published in accordance with the requirements of the Continuing Obligations set out in Euronext Growth Rule Book Part II for Euronext Growth Oslo.
#######
For further information, please contact:
Danielle Glenn, CFO and Head of IR
E-mail: ir@zwipe.com
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
IMPORTANT INFORMATION
The information in this press release neither contains nor constitutes an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Zwipe. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Norway and Sweden. The invitation to interested persons to subscribe for shares in Zwipe will only take place through the Prospectus published by Zwipe on 3 March 2023. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned Prospectus.
The information contained in this press release may not be disclosed, published or distributed, directly or indirectly, within or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, Russia, Belarus or any other jurisdiction where such action would be illegal, subject to legal restrictions or require measures other than those that follow from Norwegian and Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation. No shares or other securities of Zwipe have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933 from time to time ("Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and pursuant to the securities laws of the relevant state or other jurisdiction in the United States. This communication is distributed to and directed solely to persons in the United Kingdom who are (i) professional investors falling within the scope of Article 19(5) of the U.K. from time to time in force; Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("the Order") or (ii) high net worth subjects and other persons to whom this notice may lawfully be addressed, who are subject to Article 49(2)(a)-(d) ) in the Order (all such persons are collectively referred to as "Relevant Persons"). Persons who are not Relevant Persons may not act on or rely on the information in this communication. An investment or investment measure referred to in this communication is only possible for Relevant Persons and will only be completed with Relevant Persons. Persons who disseminate this communication must themselves ensure that such dissemination is permitted.
Forward-looking statements
This press release contains forward-looking statements that refer to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the inclusion of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should" "could" and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are accurate. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from what appears in the forward-looking statements.
Such risks, uncertainties, contingencies, and other material factors may cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Euronext Growth Oslo's or Nasdaq First North Growth Markets' regulations for issuers.
OSLO, NORWAY – 3 MARCH 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 15 February 2023 regarding the approval by the Company's extraordinary general meeting of a fully guaranteed rights issue of 20,862,047 new shares in the Company, at a subscription price of NOK 4.80 per new share, raising gross proceeds of NOK 100,137,825.60 (the "Rights Issue") with transferable preferential rights to subscribe for, and be allocated, the new shares in the Rights Issue (the "Subscription Rights") by the Company's shareholders as of 27 February 2023 (and being registered as such in the VPS or in Euroclear as at the expiry of 1 March 2023).
Please see the attached notifications of trade for information regarding the primary insiders' and their close associates' receipt of Subscription Rights in the Rights Issue.
#######
This information is subject to the disclosure requirements in article 19 of the Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
For further information, please contact:
Danielle Glenn, CFO and Head of IR
E-mail: ir@zwipe.com
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IN WHOLE OR IN PART WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN ZWIPE AS. SEE THE "IMPORTANT INFORMATION" SECTION BELOW
OSLO, NORWAY – 1 MARCH 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 15 February 2023 regarding the approval by the Company's extraordinary general meeting of a fully guaranteed rights issue of 20,862,047 new shares in the Company, at a subscription price of NOK 4.80 per new share, raising gross proceeds of NOK 100,137,825.60 (the "Rights Issue").
The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today, on 1 March 2023, approved a prospectus prepared by the Company in connection with the Rights Issue (the "Prospectus"). The Prospectus is expected to be passported to Sweden tomorrow, on 2 March 2023. Subject to applicable local securities laws, the Prospectus will be made available at the Company's website (https://www.zwipe.com/investors/reports) and the website of Erik Penser Bank (https://www.penser.se/corporate-finance/#pagaende-uppdrag) during the course of 3 March 2023. Physical copies of the prospectus may be obtained free of charge at the Company's offices at Rådhusgata 24, NO-0151 Oslo, Norway by contacting the Company.
The subscription period for the Rights Issue will, subject to it being passported to Sweden and published, commence on 6 March 2023 at 09:00 hours CET and expire on 20 March 2023 at 16:30 hours CET. Subject to the commencement of the subscription period as indicated in the foregoing, the subscription rights in the Rights Issue will be tradeable on Euronext Growth Oslo under the ticker code "ZWIPT" and on Nasdaq First North Growth Market under the ticker code "ZWIPE TR" from 6 March 2023 at 09:00 hours CET until close of trading on Euronext Growth Oslo (at 16:30 hours CET) and on Nasdaq First North Growth Market (at 17:30 hours CET), respectively, on 14 March 2023.
########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 20:50 CET on 1 March 2023.
#######
For further information, please contact:
Danielle Glenn, CFO and Head of IR
Tel: +47 909 98 201 and e-mail: ir@zwipe.com
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
IMPORTANT INFORMATION
The information in this press release neither contains nor constitutes an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Zwipe. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Norway and Sweden. The invitation to interested persons to subscribe for shares in Zwipe will only take place through the prospectus that Zwipe expects to be able to publish around 3 March 2023. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned Prospectus.
The information contained in this press release may not be disclosed, published or distributed, directly or indirectly, within or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, Russia, Belarus or any other jurisdiction where such action would be illegal, subject to legal restrictions or require measures other than those that follow from Norwegian and Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation. No shares or other securities of Zwipe have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933 from time to time ("Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and pursuant to the securities laws of the relevant state or other jurisdiction in the United States. This communication is distributed to and directed solely to persons in the United Kingdom who are (i) professional investors falling within the scope of Article 19(5) of the U.K. from time to time in force; Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("the Order") or (ii) high net worth subjects and other persons to whom this notice may lawfully be addressed, who are subject to Article 49(2)(a)-(d) ) in the Order (all such persons are collectively referred to as "Relevant Persons"). Persons who are not Relevant Persons may not act on or rely on the information in this communication. An investment or investment measure referred to in this communication is only possible for Relevant Persons and will only be completed with Relevant Persons. Persons who disseminate this communication must themselves ensure that such dissemination is permitted.
Forward-looking statements
This press release contains forward-looking statements that refer to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the inclusion of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should" "could" and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are accurate. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from what appears in the forward-looking statements.
Such risks, uncertainties, contingencies, and other material factors may cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to
reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Nasdaq First North Growth Markets' regulations for issuers.
OSLO, NORWAY and JAKARTA, INDONESIA - 1 March 2023 – Wahyukartu, one of Indonesia’s leading smart card manufacturers is partnering with Zwipe to deliver biometric payment cards in Indonesia. Wahyukartu is the country's largest smartcard manufacturer in the identity market as well as the largest personalization bureau in the banking sector.
As part of this collaboration, Zwipe and Wahyukartu will jointly pursue business opportunities for biometric cards in the smart cards market.
Speaking on the partnership Ruddy Hartanto, Founder of Wahyukartu said “Our products have served the Indonesian market for more than 30 years. As a leading smart card provider in Indonesia, we have successfully partnered with many local and international brands. Our partnership with Zwipe will deploy biometric cards technology to ensure the highest standards in security for our customers.”
Zwipe will provide technology and expertise to enable Wahyukartu to manufacture and personalize biometric payment cards using theZwipe platform.
“We are pleased that Wahyukartu is partnering with Zwipe which will help bring biometric payment cards to Indonesia. With Wahyukartu’s strong and diverse customer presence, this collaboration strengthens Zwipe’s position in the APAC market. Zwipe’s expertise and leadership on biometric payment cards platform will enable Wahyukartu to deliver innovative, secure and convenient payment cards to their customers,” said Robert Puskaric, CEO of Zwipe.
About Wahyukartu
Founded in 1991, Wahyukartu is Indonesia’s biggest and first card manufacturer that is completely certified in Indonesia to have ISO, Visa, Mastercard, JCB, NSI, and personalization bureau card certifications. We offer the best quality cards by applying state-of-the-art technology, appointing well-trained human resources and utilizing the best materials available in our printing process to meet customer requirements.
To learn more, visit wahyukartu.com
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries & cultures to make convenience safe & secure. We are pioneering next-generation biometric card technology for both payment and physical & logical access control and ID solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit zwipe.com
Issuer name: Zwipe AS
Ex. date: 28 February 2023
Type of corporate action: Rights issue
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY – 27 February 2023 - Reference is made to the fully guaranteed rights issue in Zwipe AS (the "Company"), raising gross proceeds of approximately NOK 100 million as approved by the Company's general meeting (the "Rights Issue"). The information below updates the key information relating to the Rights Issue announced by the Company on 22 November 2022.
Date on which the terms and conditions of the preferential rights issue were announced: 22 November 2022
Last day including right: 27 February 2023
Ex-date: 28 February 2023
Record Date: 1 March 2023
Date of approval: 2 December 2022 and 15 February 2023, respectively
Number of new shares: 20,862,047
Subscription price: NOK 4.80
Ratio subscription rights: Each existing shareholder as of 27 February 2023 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the VPS) as at the expiry of 1 March 2023 (the record date)) will be granted one (1) subscription right for each share registered as held by the shareholder on the record date.
Subscription ratio: Nine (9) subscription rights will give the holder the right to subscribe for five (5) new shares (i.e. the holding of less than 9 subscription rights will not give the holder the right to subscribe for any new shares).
Manager: Erik Penser Bank AB
Will the subscription rights be listed – yes/no: Yes, subject to a prospectus for the Rights Issue (the "Prospectus") being approved by the Norwegian Financial Supervisory of Norway (the "NFSA") and published, the subscription rights will be admitted to trading on Euronext Growth Oslo. The subscription rights will be admitted to trading on Nasdaq First North Growth Market once the Prospectus approved by the NFSA is passported to Sweden and published.
ISIN for the subscription rights: The subscription rights to be listed on Euronext Growth Oslo will have ISIN NO 001 2818048 and ticker "ZWIPT" and the subscription rights to be listed on Nasdaq First North Growth Market will have ISIN SE 001 9891334 and ticker "ZWIPE TR".
Other information: The Rights Issue is fully guaranteed through a combination of subscription commitments and underwriting commitments. The underwriting commitments will expire in the event that the relevant underwriters are not notified of any allocation under the underwriting agreements within 30 April 2023. Subject to the approval by the NFSA, passporting to Sweden and publication of the Prospectus, the subscription period for the Rights Issue will commence on 6 March 2023 at 09:00 hours (CET) and end on 20 March 2023 at 16:30 hours (CET) and the subscription rights in the Rights Issue will be tradable from and including 09:00 hours (CET) on 6 March 2023 to 16:30 hours (CET) on 14 March 2023. Any changes in the dates included in this release will be communicated to the market by the Company.
This information is published in accordance with the requirements of the Continuing Obligations set out in Euronext Growth Rule Book Part II for Euronext Growth Oslo.
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
NEW ORLEANS, LOUISIANA and OSLO, NORWAY – 22 February 2023 – Civix, in partnership with Zwipe, is performing a new biometric technology Proof-of-Concept (POC) initiative at Richmond International Airport (RIC), a TSA-approved Airport Innovation Forum member in the USA.
Civix leverages Zwipe technology to power biometric smart cards for access control. The Civix ASC Access Cards use built-in fingerprint sensors to check the legitimacy of cardholders at points of entry. The cards are fully compatible with NFC card readers, so airports can use them to implement two-factor authentication without upgrading the existing hardware. The solution is also contactless, a priority for high-traffic facilities, like airports, in light of COVID-19.
National Safe Skies Alliance, Inc. (Safe Skies) is a non-profit organization that works with airports, government, and related industries to maintain a safe and effective aviation security system. Since 1997, they have been a trusted resource for decision makers seeking impartial information on airport security technology and procedures. The Federal Aviation Administration (FAA) provides funding for their programs and in this case, Safe Skies is performing testing as part of its Airport Security System Integrated Support Testing (ASSIST) program.
“We’re pleased to have Safe Skies involved in third-party testing of the ASC Access biometric card solution in a real-world airport environment at the Richmond Airport” said Tim Walsh, President of Civix Airports. "We’re grateful to have Zwipe on-board with their secure platform and access control technology."
Airports today need scalable and robust solutions that are secure, user-friendly, and cost-effective to deploy. Zwipe is part of the next generation of access control solutions that are non-duplicable, therefore improving security and eliminating the risk of stolen or borrowed access cards being used.
Robert Puskaric, President & CEO of Zwipe says, “We are extremely proud to be working with Safe Skies as part of this innovative Proof-of-Concept with Civix, a leading provider of solutions that are improving security at American airports.”
###
About CIVIX
Built on decades of experience and a deep understanding of airport processes, Civix provides industry-leading solutions for managing airport operations, finance, and security. Our modular technology automates data sharing and seamlessly connects airport activities – improving oversight, revenue, and compliance. Our experts have worked in every facet of airport management, and Civix is a trusted partner to the FAA, state aeronautics departments, and over 100 airports worldwide. To learn more, please visit www.gocivix.com
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card technology for both payment and physical and logical access control and ID solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway with a global presence. To learn more, please visit www.zwipe.com
###
For more information, please contact:
Danielle Glenn, CFO and Head of IR
OSLO, NORWAY – 15 FEBRUARY 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 8 February 2023 and the notice dated 8 February 2023 of an extraordinary general meeting in the Company to be held on 15 February 2023 (the "EGM"). According to the notice, the board of directors of Zwipe (the "Board") proposed to repeat the resolution on share capital increase raising gross proceeds of approximately NOK 100 million (the "Rights Issue”) resolved by the extraordinary general meeting on 2 December 2022, by making the same resolution once again. Further, the board proposed that the general meeting resolves to amend the Company's articles of association to facilitate advanced voting at future general meetings.
The EGM has today approved both the repeated resolution on the rights issue and the amendment of the Company's articles of association. The minutes from the EGM have been attached to this notice and have also been made available on the Company's website, https://zwipe.com/investors.
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 14:30 CET on 15 February 2023
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY – 8 FEBRUARY 2023 - Reference is made to the extraordinary general meeting held on 2 December 2022 in Zwipe AS (the "Company" or "Zwipe"), regarding the resolution to complete a guaranteed rights issue in the Company, raising gross proceeds of approximately NOK 100 million (the "Rights Issue”).
Due to the Norwegian Private Limited Liability Companies Act requiring that the subscription period in share capital increases cannot be later than three months from the general meeting's resolution on the share capital increase and because the subscription period for the Rights Issue is planned to begin on 6 March 2023 and end on 20 March 2023, the board of directors of Zwipe (the "Board") calls for a new extraordinary general meeting (the "EGM") to repeat the resolution resolved by the extraordinary general meeting on 2 December 2022 by making the same resolution once again. For the avoidance of doubt, the Rights Issue to be voted on at the EGM is the same Rights Issue as was resolved by the general meeting on 2 December 2022. Further, the Board proposes that the Company's articles of association are amended to facilitate advanced voting at future general meetings.
The EGM will be held on 15 February 2023 at 12:00 hours CET. The general meeting will be held as a virtual meeting on Microsoft Teams.
Please find attached the notice to the EGM. The notice is also available on the Company's website, https://zwipe.com/investors.
The deadline for registration of attendance and proxies is 14 February 2023 at 16:00 hours CET. Shareholders are encouraged to register their notice of attendance and proxies via the link found on the Company's website https://zwipe.com/investors/general-meetings.
Alternatively, the notice of attendance and proxy forms included in the notice may be sent by e-mail to genf@dnb.no, or by regular post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
In order to receive the link to the Microsoft Teams meeting, Zwipe's administration will need to have the shareholder's or proxy holder's e-mail address in advance. Thus, shareholders must after having registered their attendance also register their or its proxy's e-mail address by sending an email to ir@zwipe.com.
The Board has proposed the following agenda:
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 12:00 CET on 8 February 2023.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
Tel: +47 909 98 201 and e-mail: ir@zwipe.com
