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
OSLO, NORWAY and GURUGRAM, INDIA – 8 FEBRUARY 2023 – Antworks Money, a Gurugram based neobanking platform, has selected Zwipe to offer biometric payment cards in India. With this partnership Zwipe will gain further traction in the Indian market for biometric payment cards.
As part of the collaboration both companies have agreed to develop and leverage the growing market opportunities in India for biometric on-card payment solutions. Moving forward Antworks Money will promote Zwipe Pay solutions to banks and financial institutions in India and collaborate with Zwipe’s local card manufacturing partners
Commenting on this Rajeev Mahajan, Founder and CEO of Antworks Money said “Our partnership with Zwipe will enable us to start offering Zwipe’s products to banks, credit card issuers and PPI card issuers. We believe that Zwipe’s products are well suited for the Indian market and will help to eliminate the fraudulent use of contactless payment cards. We are also planning to introduce co-branded credit cards in partnership with a bank, which will have Zwipe’s biometric cards as one of the key differentiators.”
“The Indian fintech sector is witnessing significant progress and we are proud to partner with Antworks Money who provide a wide range of credit-focused neobanking services in the region. This is a landmark agreement for Zwipe that will help to drive our growth plans in the Indian market,” said Robert Puskaric, CEO of Zwipe.
About Antworks Money
Antworks Money is in the business of providing full stack neobanking services to small businesses and their employees. Antworks Money has partnered with well-known banks and NBFCs to offer neobanking services to its users. To learn more, please visit www.antworksmoney.com. For product information please email at paymentcards@antworksmoney.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, please visit www.zwipe.com
OSLO, NORWAY – 3 February 2023 – Zwipe AS ("Zwipe" or "the company") today announces its results for the second half of 2022.
Significant events H2 2022
H2 2022 operational review
Zwipe ended the year on a positive note with sequential quarterly growth of 172% and 2.3 mNOK in Q4 revenue, the highest sales revenue in a quarter in Zwipe’s history. During the fourth quarter, we announced the single largest commercial order in a quarter to date for Zwipe and received other smaller orders from SCMs in the Middle East and Asia. Further traction with these SCMS is expected in 2023.
Zwipe’s first major focus for Zwipe Pay in the period was on executing our signed issuers’ pilots. In total, seven issuer pilot projects are being executed – including our first pilot with a major Nordic bank, the global Tier-1 bank pilot and the MEPS pilot. Owing to recently implemented technical changes to improve user experience and product performance, we expect not only streamlined pilot project execution but a significantly faster pace of pilot project launches in the coming quarters.
The second focus for Zwipe Pay in the second half was helping our SCM customers get certified and production ready. KL Hi-Tech in India became the fourth SCM to receive their Visa LoA for production of BPCs using the Zwipe Pay platform, while Tag Systems became the first customer to receive approval from Mastercard. The latter followed Zwipe’s own certification from Mastercard in August.
For Zwipe Access, we continued to lay the groundwork for commercial deployments in 2023. We successfully completed the pilot project for Fraport AG at Frankfurt International Airport, and Zwipe is shortlisted as an access control solutions provider when Fraport moves forward with its tender process in 2023. We also further strengthened our position in the airport vertical when Civix, a leading US provider of airport security solutions, selected Zwipe’s access control technology to augment their airport security propositions.
On the organizational side, after significant management changes in the first half, Jens Hansen joined the management team in September to head up the newly created Customer Success department.
H2 2022 financial review
Zwipe reported total revenues of 3.1 mNOK during H2 2022 versus 1.1 mNOK in H2 2021, mostly related to the sale of payment products and services. Total operating expenses increased by 2.1 mNOK to 59.6 mNOK in H2 2022 from 57.5 mNOK in H2 2021. Net income for H2 2022 was -56.5 mNOK, essentially unchanged from -56.4 mNOK in H2 2021. For the full year, revenue was 3.9 mNOK compared to 2.5 mNOK in 2021. Adjusted EBITDA totaled -96.4 mNOK in 2022 compared to -81.7 mNOK in 2021.
During the second half of 2022, cash flow from operations and investments, before financing and facilitation, decreased by -13.4 mNOK to -60.6 mNOK. The underlying average monthly operating cash flow in the second half of 2022 was -10.1 mNOK compared to -7.9 mNOK in the same period last year. This was in line with expectations, and the average monthly burn rate is expected to decrease again in 2023.
On 31 December 2022, cash and equivalents were 50.5 mNOK, down from 152.3 mNOK at the end of 2021, and down from 109.7 mNOK on 30 June 2022. Total equity as of 31 December 2022 was 55.4 mNOK. Total liabilities totaled 14.1 mNOK on 31 December 2022 and were entirely comprised of short-term liabilities. This resulted in an equity ratio of 80%, roughly stable versus the position at the end of 2021.
On 22 November 2022, Zwipe announced a rights issue raising approximately 100 mNOK in capital. The rights issue is fully guaranteed through a combination of subscription commitments and underwriting commitments from the three largest shareholders in Zwipe. It is being carried out in order to strengthen the company’s financial position and enable the transition from start-up to scale-up. The transaction is expected to close in March 2023 and will ensure the Group has sufficient working capital for the period covering at least 12 months from the date of close.
Going forward
We enter the new year with good momentum in the order book and belief that organization is structured to enable a year of significant growth. Zwipe will use the funds from the rights issue to execute on our technology roadmap, accelerate our go-to-market strategy in both Zwipe Pay and Zwipe Access, assist our SCMs in becoming certified and mass production ready, and progress more rapidly with pilot projects.
###
Results presentation
CEO Robert Puskaric and CFO Danielle Glenn will present the H2 2022 results by webcast today, Friday February 3rd, at 10:00 CEST.
Webcast details
Date: 3 February 2023
Time: 10:00 CET
Format: Webcast and Q&A
Language: English
Link: https://app.webinar.net/jQ7xPJLdgnw
Participants will be required to register to view the webcast and participate in the Q&A
###
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 3 February 2023.
###
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
+47 909 98 201
OSLO, NORWAY – 30 January 2023 – Zwipe AS will publish its H2 2022 report on 3 February 2023 at 08:00 CET. On the same day at 10:00 CET, the Company will host a webcast to present the report. After the presentation, the webcast will be opened up for questions from the audience.
Participants are strongly encouraged to submit their questions prior to the webcast on the registration page below or by sending questions to ir@zwipe.com. Participants will be required to register to view the webcast and participate in the Q&A.
Webcast details
Date: 3 February 2023
Time: 10:00 CET
Format: Webcast and Q&A
Language: English
Link: https://app.webinar.net/jQ7xPJLdgnw
###
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
+47 909 98 201
ir@zwipe.com
HYDERABAD, INDIA and OSLO, NORWAY – 15 December 2022 – KL Hi-Tech, a leading provider of secure print products and solutions in India, has obtained the Letter of Approval (LoA) from VISA for its biometric payment card built on the Zwipe Pay platform.
With this Letter of Approval (LoA), consumers can use biometric payment cards from KL Hi-Tech built on the Zwipe Pay technology working seamlessly across Visa’s global payment network. This will address the increasing market demand for more security and convenience through biometric payment authentication.
On this development, Kartik Shekar, Vice President at KL Hi-Tech said, “We are extremely proud and pleased to receive the Visa LoA allowing the issuance and deployment of our biometric cards globally. This LoA comes at a point in time where we are seeing strong interest from issuers in our core markets to launch biometric payment cards based on the Zwipe Pay platform. This is an important milestone in our journey towards developing biometric solutions for the Fintech & Banking industry in the region and enabling a more secure and seamless user experience. Given India’s appetite for the next generation of payments, and the mass adoption of digital payments, biometric cards will only supplement the country’s vision to bring technology and finance together for years to come.”
Zwipe obtained its VISA Letter of Approval (LoA) for the Zwipe Pay platform on 24 March 2022, enabling smart card manufacturers working with Zwipe to swiftly obtain VISA certification for their own biometric payment card designs.
“We are pleased to see that KL Hi-Tech has now received the Visa LoA for their biometric cards based on the Zwipe Pay platform. Achieving this key milestone has a very positive impact on the commercial rollout of Zwipe Pay enabled biometric payment cards in the region. On behalf of everyone at Zwipe, I congratulate the team at KL Hi-Tech on this achievement,” said Robert Puskaric, CEO of Zwipe.
About KL HI-TECH
KL HI-TECH is one of India's largest banking card manufacturers with an annual production capacity of over 30 million banking cards. In 2021 it was ranked as the 2nd largest banking card manufacturer in India as per the latest Nilson Report. It is a trusted partner to Central and State Governments, Banks and Financial Institutions, Telecom Companies, Universities and Colleges, Central and State Election Commissions, and Transport Utilities, it provides fool proof and secure Smartcard and security printing solutions.
For more information, contact info@klhitech.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 www.zwipe.com
OSLO, NORWAY – 2 DECEMBER 2022 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 22 November 2022 and the notice dated 23 November 2023 of an extraordinary general meeting in the Company to be held on 2 December 2022 (the "EGM"), both regarding a contemplated fully guaranteed rights issue in the Company, raising gross proceeds of approximately NOK 100 million (the "Rights Issue”).
The EGM has today approved the Rights Issue. 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.
Correction of the stock exchange announcement regarding the Rights Issue published by the Company on 22 November 2022:
Pursuant to the EGM's resolution and in accordance with the Oslo Stock Exchange's procedural rules for trading in subscription rights, the subscription rights in the Rights Issue will be tradable from commencement of the subscription period and until 16:30 CET four (4) trading days prior to the end of the subscription period, i.e. on 14 March 2023 (and not on 15 March 2023 as announced in the stock exchange announcement regarding the Rights Issue published by the Company on 22 November 2022), subject to the prospectus for the Rights Issue being approved in time for the subscription period to start on 6 March 2023.
########
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 13:10 CET on 2 December 2022.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY – 23 NOVEMBER 2022 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 22 November 2022, regarding a contemplated fully guaranteed rights issue in the Company, raising gross proceeds of approximately NOK 100 million (the "Rights Issue”). In relation thereto, the Board of Directors of Zwipe (the "Board") calls for an Extraordinary General Meeting (the "EGM") to be held on 2 December 2022 at 10:00 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 1 December 2022 at 16:00 hours CET. Shareholders are encouraged to register their notice of attendance and proxies via the link found here: https://zwipe.com/investors/general-meetings
Alternatively, the attached notice of attendance and proxy forms 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 15:00 CET on 23 November 2022.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
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 IS 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.
*** The below text clarifies that the subscription period and planned trading in subscription rights will be in March 2023 and not March 2022.
OSLO NORWAY – 22 NOVEMBER 2022 - The Board of Directors of Zwipe AS (the "Company" or "Zwipe") has today resolved to propose a preferential rights issue of 20,862,047 new shares (the "Offer Shares"), for a subscription price of NOK 4.80 per Offer Share, raising gross proceeds of approximately NOK 100 million with preferential rights for existing shareholders (the "Rights Issue"). The Rights Issue is fully guaranteed through a combination of subscription commitments and underwriting commitments. The Rights Issue requires the approval by the extraordinary general meeting of the Company expected to be held on 2 December 2022 (the "EGM") to be implemented. The notice of the extraordinary general meeting will be published in a separate press release.
Background and reason for the Rights Issue
Zwipe is a Norwegian biometric technology company established in 2009, focused on developing and commercializing secure, fast, and easy-to-use biometric authentication solutions with broad applications across key verticals such as payments and access control. Since 2019, card manufacturers have started the process of launching biometric payment card specific manufacturing lines, semiconductor providers have begun the development of dedicated offerings for this market, and the entire value chain supporting these processes has started moving more consistently. At the same time, Zwipe has made significant progress and added numerous smart card manufacturing customers across the world, significantly broadening their customer base. In addition, Zwipe has entered multiple important partnerships to enhance their go-to-market strategy and accelerate the adoption of biometric payment cards. Pilots have started and give the Company insights in its progress towards commercial adoption of its offerings.
In 2022, Zwipe has achieved a number of important milestones. The Company received its single largest commercial order for Zwipe Pay in a single quarter totalling $225,000. The Zwipe Pay Biometric Payment Card Platform received certification from both Visa and Mastercard, and the Fraport biometric access control project at Frankfurt Airport was successfully completed. Catering to the strong demand for access control solutions in the market, Zwipe is now engaging with a number of system integrators and distributors to accelerate the deployment of biometric access cards in key verticals and markets.
The Rights Issue is carried out in order to strengthen the Company’s financial position and enable the transition from start-up to scale-up.
Robert Puskaric, CEO of Zwipe comments:
“I am extremely pleased by the continued confidence demonstrated by our largest existing shareholders. Zwipe is experiencing significant positive commercial momentum and the proceeds from this fully secured rights issue will enable us to build upon our already strong position within biometric payments and biometric access control. The proceeds will be used to continue ramping up to meet growing global market demand for biometric security.”
Key terms of the Rights Issue
Underwriting obligations and guarantee commitments
The Rights Issue is fully guaranteed through a combination of subscription- and underwriting commitments. The subscription commitments are entered into with the Company’s largest shareholders, including Chairman of the Board Jörgen Lantto, and amount to approximately NOK 34.5 million, corresponding to approximately 34.5 percent of the Rights Issue. The underwriting commitments amount to approximately NOK 65.6 million, corresponding to approximately 65.5 percent of the Rights Issue. The underwriting commitments are entered into with three of the Company’s largest owners, Vasastaden Holding AB, Erik Selin Fastigheter AB and Arcanum Eiendom AS (controlled by Lars Windfeldt) pursuant to underwriting agreements entered into with each of them on 22 November 2022. The commitments and underwriting commitments are not secured by bank guarantee, escrow funds, pledging or similar arrangements. Pursuant to, and subject to, the terms and conditions set out in the underwriting agreements and the subscription commitments, the underwriters and pre-committing subscribing shareholders have undertaken to vote their shares held at the time of the EGM in favour of the Rights Issue and all underwriters have undertaken to guarantee on a several basis (not jointly) to subscribe for the Offer Shares, for a total underwritten amount of NOK 100,137,825.6 million, less any subscriptions covered by the subscription commitments. The Offer Shares which are not subscribed upon expiration of the subscription period (if any), will thus be subscribed by and allocated to the underwriters.
Other information pertaining to the Rights Issue
In connection with the Right Issue, a prospectus will be prepared, which is subject to the approval by the Norwegian Financial Supervisory Authority and which will be passported to Sweden. The prospectus will be published prior to the commencement of the subscription period and will form the basis for subscriptions in the Right Issue. Provided that the prospectus is approved by the Norwegian Financial Supervisory Authority and passported to Sweden in time, the subscription period for the Rights Issue will commence on 6 March 2023 and expire 20 March 2023 at 16:30 hours (CET). In the event that the prospectus is not approved in time to uphold this subscription period, the subscription period will commence on the second trading day on the Oslo Stock Exchange following the approval of the prospectus and expire at 16:30 hours (CET) two weeks thereafter.
The shareholders of the Company on 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) preferential subscription right for each share registered as held by the shareholder as of the record date. Nine (9) preferential rights will give the right to subscribe for and be allocated five (5) Offer Shares in the Rights Issue (i.e. the holding of less than nine (9) preferential rights will not give the right to subscribe for any Offer Shares in the Rights Issue). Provided that a purchase of shares is made with ordinary T+2 settlement, shares purchased up to and including 27 February 2023 will give the right to receive subscription rights, whereas shares purchased from and including 28 February 2023 will not give the right to receive subscription rights. The subscription rights are expected to be tradable and listed on Euronext Growth Oslo and Nasdaq First North from and including the first day of the subscription period and until 16:30 (Oslo time) four trading days prior to the expiry of the subscription period. Over-subscription and subscription without subscription rights will be permitted.
A further description of the Rights Issue and of other circumstances that must be considered upon subscription of shares in the Rights Issue will be included in the prospectus for the Rights Issue, which will be published no later than the first trading of the subscription period and that will constitute the subscription material for the Rights Issue.
Indicative timeline for the Rights Issue
Change in share capital and number of shares and dilution
Upon completion of the Rights Issue, the share capital in the Company will be increased by NOK 2,086,204.7, from NOK 3,755,168.50 to NOK 5,841,373.20, through the issuance of 20,862,047 new shares. The number of shares thus increases from 37,551,685 to 58,413,732 shares. For existing shareholders who do not participate in the Rights Issue, this means, in the case of full subscription, a dilution effect of 35.7 percent of capital and votes in the Company.
Advisor
Zwipe has engaged Erik Penser Bank AB and Advokatfirmaet Simonsen Vogt Wiig AS as financial and legal advisors respectively in connection with the Rights Issue.
########
For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: 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 19:30 on 22 November 2022.
########
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 – 22 NOVEMBER 2022 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") earlier today, 22 November 2022, regarding a contemplated fully underwritten rights issue in the Company, raising gross proceeds of approximately NOK 100 million (the “Rights Issue”). Key information relating to the Rights Issue is set out below.
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
Number of new shares: 20,862,047
Subscription price: NOK 4.80
Ratio subscription rights: Each existing shareholder as of 27 March 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 rights be listed – yes/no: Yes, the Company will apply for listing of the subscription rights on Euronext Growth Oslo and Nasdaq First North.
ISIN for the preferential rights: To be announced when available
Other information: The rights issue is fully guaranteed through a combination of subscription commitments and underwriting commitments. The rights issue is subject to the approval by the extraordinary general meeting of the Company, which will be held on 2 December 2022 (the "EGM"). Any changes in the dates included in this release will be communicated to the market by the Company.
########
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
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 IS 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 – 22 NOVEMBER 2022 - The Board of Directors of Zwipe AS (the "Company" or "Zwipe") has today resolved to propose a preferential rights issue of 20,862,047 new shares (the "Offer Shares"), for a subscription price of NOK 4.80 per Offer Share, raising gross proceeds of approximately NOK 100 million with preferential rights for existing shareholders (the "Rights Issue"). The Rights Issue is fully guaranteed through a combination of subscription commitments and underwriting commitments. The Rights Issue requires the approval by the extraordinary general meeting of the Company expected to be held on 2 December 2022 (the "EGM") to be implemented. The notice of the extraordinary general meeting will be published in a separate press release.
Background and reason for the Rights Issue
Zwipe is a Norwegian biometric technology company established in 2009, focused on developing and commercializing secure, fast, and easy-to-use biometric authentication solutions with broad applications across key verticals such as payments and access control. Since 2019, card manufacturers have started the process of launching biometric payment card specific manufacturing lines, semiconductor providers have begun the development of dedicated offerings for this market, and the entire value chain supporting these processes has started moving more consistently. At the same time, Zwipe has made significant progress and added numerous smart card manufacturing customers across the world, significantly broadening their customer base. In addition, Zwipe has entered multiple important partnerships to enhance their go-to-market strategy and accelerate the adoption of biometric payment cards. Pilots have started and give the Company insights in its progress towards commercial adoption of its offerings.
In 2022, Zwipe has achieved a number of important milestones. The Company received its single largest commercial order for Zwipe Pay in a single quarter totalling $225,000. The Zwipe Pay Biometric Payment Card Platform received certification from both Visa and Mastercard, and the Fraport biometric access control project at Frankfurt Airport was successfully completed. Catering to the strong demand for access control solutions in the market, Zwipe is now engaging with a number of system integrators and distributors to accelerate the deployment of biometric access cards in key verticals and markets.
The Rights Issue is carried out in order to strengthen the Company’s financial position and enable the transition from start-up to scale-up.
Robert Puskaric, CEO of Zwipe comments:
“I am extremely pleased by the continued confidence demonstrated by our largest existing shareholders. Zwipe is experiencing significant positive commercial momentum and the proceeds from this fully secured rights issue will enable us to build upon our already strong position within biometric payments and biometric access control. The proceeds will be used to continue ramping up to meet growing global market demand for biometric security.”
Key terms of the Rights Issue
Underwriting obligations and guarantee commitments
The Rights Issue is fully guaranteed through a combination of subscription- and underwriting commitments. The subscription commitments are entered into with the Company’s largest shareholders, including Chairman of the Board Jörgen Lantto, and amount to approximately NOK 34.5 million, corresponding to approximately 34.5 percent of the Rights Issue. The underwriting commitments amount to approximately NOK 65.6 million, corresponding to approximately 65.5 percent of the Rights Issue. The underwriting commitments are entered into with three of the Company’s largest owners, Vasastaden Holding AB, Erik Selin Fastigheter AB and Arcanum Eiendom AS (controlled by Lars Windfeldt) pursuant to underwriting agreements entered into with each of them on 22 November 2022. The commitments and underwriting commitments are not secured by bank guarantee, escrow funds, pledging or similar arrangements. Pursuant to, and subject to, the terms and conditions set out in the underwriting agreements and the subscription commitments, the underwriters and pre-committing subscribing shareholders have undertaken to vote their shares held at the time of the EGM in favour of the Rights Issue and all underwriters have undertaken to guarantee on a several basis (not jointly) to subscribe for the Offer Shares, for a total underwritten amount of NOK 100,137,825.6 million, less any subscriptions covered by the subscription commitments. The Offer Shares which are not subscribed upon expiration of the subscription period (if any), will thus be subscribed by and allocated to the underwriters.
Other information pertaining to the Rights Issue
In connection with the Right Issue, a prospectus will be prepared, which is subject to the approval by the Norwegian Financial Supervisory Authority and which will be passported to Sweden. The prospectus will be published prior to the commencement of the subscription period and will form the basis for subscriptions in the Right Issue. Provided that the prospectus is approved by the Norwegian Financial Supervisory Authority and passported to Sweden in time, the subscription period for the Rights Issue will commence on 6 March 2023 and expire 20 March 2023 at 16:30 hours (CET). In the event that the prospectus is not approved in time to uphold this subscription period, the subscription period will commence on the second trading day on the Oslo Stock Exchange following the approval of the prospectus and expire at 16:30 hours (CET) two weeks thereafter.
The shareholders of the Company on 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) preferential subscription right for each share registered as held by the shareholder as of the record date. Nine (9) preferential rights will give the right to subscribe for and be allocated five (5) Offer Shares in the Rights Issue (i.e. the holding of less than nine (9) preferential rights will not give the right to subscribe for any Offer Shares in the Rights Issue). Provided that a purchase of shares is made with ordinary T+2 settlement, shares purchased up to and including 27 February 2023 will give the right to receive subscription rights, whereas shares purchased from and including 28 February 2023 will not give the right to receive subscription rights. The subscription rights are expected to be tradable and listed on Euronext Growth Oslo and Nasdaq First North from and including the first day of the subscription period and until 16:30 (Oslo time) four trading days prior to the expiry of the subscription period. Over-subscription and subscription without subscription rights will be permitted.
A further description of the Rights Issue and of other circumstances that must be considered upon subscription of shares in the Rights Issue will be included in the prospectus for the Rights Issue, which will be published no later than the first trading of the subscription period and that will constitute the subscription material for the Rights Issue.
Indicative timeline for the Rights Issue
Change in share capital and number of shares and dilution
Upon completion of the Rights Issue, the share capital in the Company will be increased by NOK 2,086,204.7, from NOK 3,755,168.50 to NOK 5,841,373.20, through the issuance of 20,862,047 new shares. The number of shares thus increases from 37,551,685 to 58,413,732 shares. For existing shareholders who do not participate in the Rights Issue, this means, in the case of full subscription, a dilution effect of 35.7 percent of capital and votes in the Company.
Advisor
Zwipe has engaged Erik Penser Bank AB and Advokatfirmaet Simonsen Vogt Wiig AS as financial and legal advisors respectively in connection with the Rights Issue.
########
For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: 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 19:30 on 22 November 2022.
########
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.
