OSLO, NORWAY – 26 February 2020 – Zwipe AS today publishes its annual report 2019. Please find the report attached.
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This is information that Zwipe AS is obliged to make public pursuant to the continuing obligations of companies admitted to trading on Merkur Market, Nasdaq First North Growth Market and the EU Market Abuse Regulation. The information was submitted for publication, through the agency on the contact person set out below 08:00 CET on 26 February 2020
OSLO, NORWAY – 24 January 2020, 13:00- Zwipe AS has applied for admission to trading of the shares of Zwipe on Nasdaq First North Growth Market (First North), Stockholm. The application has today been approved by First North, subject to applicable distribution requirements (sw: spridningskrav) being satisfied. Based on share transfer commitments made at this time, Zwipe expects to fulfil such requirements.
Trading in Zwipe’s shares on First North will commence on 28 January 2020 under the ticker “ZWIPE”. The listing of Zwipe’s shares on Merkur market at Oslo Børs will be maintained until further notice. Zwipe does not intend to publish any further information prior to listing on First North.
André Løvestam, CEO of Zwipe, says “The listing on Nasdaq First North marks a milestone for Zwipe, one year after we listed on Merkur Market. We are excited that Zwipe will be trading in Stockholm, close to the majority of our shareholders. First North is a dynamic marketplace, and I am confident that the listing will benefit our shareholders and support Zwipe in its progress toward large-scale deployment of biometric payment authentication solutions."
Market making agreement
Zwipe and Erik Penser Bank AB (Erik Penser) have signed a market making agreement that meets the requirements of market making operations by First North. The market making agreement aims at supporting orderly trading conditions and a minimum threshold of liquidity for Zwipe’s shares on First North. Market making pursuant to the agreement will commence on 28 January 2020, the first day of trading in Zwipe’s shares on First North.
Supplementary document
In connection with the listing, Zwipe has published a supplementary document, available at www.zwipe.com.
Advisors
White & Case (SE) and Simonsen Vogt Wiig (NO) are legal advisors for Zwipe in connection with the listing on First North.
Zwipe’s Certified Adviser is FNCA, who may be contacted at tel +46 8 528 003 99 and email info@fnca.se
This is information that Zwipe AS is obliged to make public pursuant to the continuing obligations of companies admitted to trading on Merkur Market and the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below, at 13:00 CET on 24 January 2020
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For further information please contact:
André Løvestam, CEO ir@zwipe.com +47 909 43 660
OSLO, NORWAY – 23 January 2020 - As communicated on 14 January 2020, Nasdaq First North Growth Market (First North) has confirmed that Zwipe AS fulfils the requirements for listing, subject to customary conditions. Today, 23 January 2020, Zwipe publishes a supplementary document to the prospectus in accordance with First North rules for application.
The supplementary document is available at www.zwipe.com. The supplementary document should be read together with the prospectus dated 4 December 2019 and prepared in connection with the Zwipe’s rights issue. The prospectus is also available at www.zwipe.com. The supplementary document is not a prospectus, has not been approved by any supervisory authority and does not contain any offering of shares or any other offering of financial instruments in Zwipe in Sweden or in any other jurisdiction.
First day of trading on First North in Stockholm is planned for Tuesday 28 January 2020, subject to final approval by First North and other customary conditions being met.
This information is made public in accordance with the continuing obligations of companies admitted to trading on Merkur Market and the First North rules for application.
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OSLO, NORWAY– 14 JANUARY 2020 – Biometric technology company Zwipe AS (Zwipe) today announces that it expects to list its shares for trading on Nasdaq First North Growth Market (First North) in Stockholm, under the ticker “ZWIPE". The first day of trading is planned for Tuesday 28 January 2020. First North has assessed Zwipe and confirmed that Zwipe fulfils requirements for listing, subject to customary conditions, including distribution requirements and final formal approval from First North. Zwipe will not issue new shares in connection with the Firth North listing.
Currently Zwipe is listed on Merkur Market at Oslo Børs under the ticker "ZWIPE-ME". Following the listing at First North, Zwipe will be dual-listed and traded on both markets until further notice. The ISIN number of Zwipe at both exchanges is NO0010721277.
Swedish and international shareholders who wish to transfer their shares for trading on First North are advised to contact their respective broker/nominee account manager for more information on the transfer. Such transfer means that Zwipe shares must be made available for trading through Euroclear Sweden (the Swedish central securities depository). Zwipe intends to facilitate transfer to Euroclear Sweden for its international investors during dedicated periods of time.
Norwegian shareholders and other shareholders wishing to continue trading their shares at Merkur Market at Oslo Børs do not need to take any action at this time.
André Løvestam, CEO of Zwipe says” I am excited that Nasdaq First North has confirmed that Zwipe fulfils the listing requirements, subject to customary conditions being met, and that I can announce the expected listing at First North in Stockholm on January 28, thereby enabling a market for trading closer to a number of our shareholders. Nasdaq First North is a dynamic and growing market, and we are very pleased to welcome our shareholders to trading at First North in addition to Merkur Market."
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For more information please contact:
André Løvestam, CEO; +47 909 43 660; ir@zwipe.com
This information is made public in accordance with the continuing obligation of companies admitted to trading on Merkur Market
On 4 December 2019 Zwipe AS announced its approved and published prospectus regarding rights issue.
Reference is made to the announcement made by Zwipe AS (the Company) on 10 November 2019 of the preferential rights issue of up to NOK 74.5 million by issuing up to 10,635,525 new shares in the Company, and the announcement of the approval by the extraordinary general meeting in the Company of the preferential rights issue on 2 December 2019.
The prospectus containing complete information regarding the rights issue and information about the Company was approved by the Financial Supervisory Authority of Norway (NFSA) as competent authority under the EU Prospectus Regulation on 4 December 2019. It is published on Zwipe AS' website https://zwipe.com/investors and on the manager Erik Penser Bank AB (publ)'s website https://www.penser.se/corporate-finance/#pagaende-uppdrag.
The prospectus has been border-crossed to Sweden through notification from the NFSA to Finansinspektionen in Sweden meaning that the subscription period under the rights issue started as planned in Norway and Sweden on Thursday 5 December 2019 at 09:00 CET.
Further recent announcements regarding the rights issue, appointment of new CFO and insider transactions are available on Zwipe’s web site www.zwipe.com
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OSLO, NORWAY– 21 November 2019 – Biometric technology company Zwipe is pleased to unveil the Zwipe Experience at Trustech 2019, one of the leading global events dedicated to payments, identification and security.
The Zwipe Experience is a comprehensive mix of products and advisory services developed specifically to assist Zwipe’s customers, smart card manufacturers and issuers, to move from concept to mass market. The package features technical manufacturing support, issuer integration services and piloting support.
“We are leveraging the learning we have built over the last two years, having the most widely piloted technology platform in the biometric payment marketplace, to support our customers above and beyond delivering prelaminates, components and biometric inlays,” Zwipe CEO André Løvestam said, adding “focusing on user experience, we are confident that having the most dynamic service platform in addition to the most cost competitive technology offering will further strengthen our role in this market.”
Zwipe will be showcasing elements of the Zwipe Experience at the Multos Consortium exhibition, stand RIV C020.
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OSLO, NORWAY– 18 November 2019 – The Board of Directors of Zwipe AS has today resolved to approve management’s proposal for a streamlining program, enabled by the strategic collaboration agreement with Idemia. The program will focus the company’s activities, reduce staff and operational expenses, and enable underlying annual savings in excess of NOK 40 million.
The program is expected to be fully implemented in November 2019 and related one-off costs will be included in the Q4 results. The effects are expected to be realized from first quarter of 2020.
CEO André Løvestam comments: ”The product roadmap streamlining that we are now launching has been made possible thanks to the strategic collaboration with Idemia on a disruptive technology platform. We believe this innovation is a game changer and a catalyst for growth in the industry.
The new platform will integrate and simplify component design, drastically reducing costs of the product itself and the manufacturing process. As a result, a complete biometric payment card cost of below USD 10 is becoming realistic, providing an accelerated path to mass volumes while giving Zwipe a long-term cost leadership position.
Zwipe’s streamlined roadmap enables simplifying and focusing the company, while maintaining competent capacity to support our customers. In combination with the announced 90% guaranteed rights issue, we see a clear path toward commercializing our technology, with the required capital resources to get to that point.”
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OSLO, NORWAY– 10 November 2019 – The Board of Directors of Zwipe AS has today resolved to call for an extraordinary general meeting in the company on 2 December 2019 to resolve a rights issue of up to approximately gross NOK 74 million. The call for the extraordinary general meeting is attached to this notice.
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The Board of Directors of Zwipe AS, org. nr 994 553 607, has on November 10, 2019, subject to the approval by an Extraordinary General Meeting, decided to carry out a preferential rights issue of up to MNOK 74 by issuing up to 10 635 525 shares, implying an increase of the Company’s share capital of up to NOK 1 063 553.
90 percent of the Rights Issue, amounting to MNOK 67, is already covered through subscription commitments and underwriting commitments from current shareholders and new investors.
Background and purpose
During 2019 Zwipe has made significant technological, commercial and organizational progress. Most notably, Zwipe entered a strategic collaboration with Idemia on a disruptive technology platform for biometric payments. Furthermore, Zwipe successfully completed the prototyping of its in-house Z5 energy harvesting and power management chip, extended its network of card manufacturer clients, delivered according to its first received order for its second generation inlay technology, and was engaged by G+D Mobile Security to provide product design and prototyping for a wearable biometric payment device to be piloted by a leading bank.
The preferential rights issue is carried out in order to secure working capital toward commercialization and scale-up of Zwipe’s technology platform. The commercialization efforts will be accompanied by a targeted program to focus and streamline the company’s resources.
CEO André Løvestam commented “This rights issue is planned to extend Zwipe’s financial runway all the way to scale-up of biometric cards, and I am pleased that we have achieved a 90% guaranteed subscription. We now see a clear path toward finalizing and commercializing our technology, with the required capital resources to get to that point.
Zwipe is streamlining its product roadmap and pursuing cost saving opportunities that will reduce the current burn-rate. This has been made possible on the back of the strategic collaboration with Idemia, the global leader in Augmented Identity and one of the world’s largest payment card manufacturers, on a disruptive technology platform that we together with our partner Idemia believe is a game changer and a catalyst for growth in the industry. The new platform will integrate and simplify component design, drastically reducing costs of the product itself and the manufacturing process. As a result, a complete biometric payment card cost of below USD 10 is becoming realistic, providing an accelerated path to mass volumes while giving Zwipe a long-term cost leadership position.”
Summary of Rights Issue
The subscription price is NOK 7.00 per share. The Company’s shareholders have preferential rights to subscribe to the new shares in relation to the number of shares currently held. For each recorded share the shareholder obtains one (1) subscription right. Three (3) subscription rights entitle to subscription of two (2) newly issued shares.
The Record Date for participation in the Rights Issue is planned for December 4, 2019. The subscription period is expected to run from December 5 up to and including December 19, 2019. The Board of Directors shall have the right to extend the subscription period if deemed beneficial. In the event that not all shares have been subscribed for in the Rights Issue, the Board of Directors, within the maximum scope of the Rights Issue, resolve on the allocation of shares subscribed for without subscription rights.
The Company has obtained subscription commitments and undertaking commitments from a number of current shareholders and external investors. The subscription commitments from existing shareholders, and external investors who will receive subscription rights from major shareholders who cannot participate, amount to 16.1 percent of the Rights Issue. Underwriting commitments amount to an additional 73.9 percent of the Rights Issue. In total, the subscription commitments and underwriting commitments from current shareholders and new investors amount to MNOK 67.0, corresponding to 90.0 percent of the Rights Issue.
Timetable for the Rights Issue
The below timetable for the Rights Issue is preliminary and may be adjusted:
Prospectus
Complete information regarding the Rights Issue and information about the Company will be included in the prospectus that is expected to be published on or about December 4, 2019.
Extraordinary General Meeting
To obtain approval to carry out the Rights Issue, the Board of Directors has decided to call for an extraordinary general meeting. The extraordinary general meeting is to be held on December 2, 2019 at 11:30 at the office of Simonsen Vogt Wiig Advokatfirma, Filipstad Brygge 1, Oslo. The notice of the meeting will be published today through a separate press release.
For further information please contact:
André Løvestam, CEO: andre@zwipe.com +47 93 43 69 52
Lars Myren, Interim CFO: lars@zwipe.com +47 90 94 36 60
Advisors
In connection with the Rights Issue, Zwipe has appointed Erik Penser Bank AB (publ) as book runner, and Advokatfirmaet Simonsen Vogt Wiig AS as legal advisor.
For more information, please visit www.zwipe.com
Important information
The information in this press release does not constitute an offer to sell, acquire, subscribe for or otherwise trade in shares or other securities issued by Zwipe AS. No offer will be made in any jurisdiction in which such offer or solicitation is unlawful or where this would require registration, publication of a prospectus or similar action. Invitation to interested parties to subscribe for shares in Zwipe AS will only be made through the prospectus that Zwipe AS will publish.
There will be no public offer of shares in the United States. The new shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities law of any state or other jurisdiction of the United States and may not be reoffered, resold, pledged or otherwise transferred, directly or indirectly, except (a) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S, as applicable or (b) pursuant to Rule 144A under the U.S. Securities Act by executing and delivering a separate U.S. investor representation letter to the manager. A person in the United States or who is a “U.S. Person” (within the meaning of Regulation S under the U.S. Securities Act), may not apply for Offer Shares or otherwise take steps in order to subscribe for or purchase Offer Shares unless the subscriber has confirmed to the manager that it is a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the U.S. Securities Act, acquiring the Offer Shares for investments purposes for its own account or for one or more accounts of another/other QIB(s), where it has investment discretion over such accounts in a transaction exempt from the registration requirements under the U.S. Securities Act by executing and delivering a U.S. investor representation letter to the manager. The Offer Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may not be deposited into any unrestricted depositary receipt facility in the United States, unless at the time of deposit the Offer Shares are no longer "restricted securities".
The information in this press release may not be released, published, reproduced or distributed in or to the United States, Canada, Japan, Australia, Hong Kong, Switzerland, Singapore, South Africa or New Zealand or any other country or jurisdiction where such action is not permitted or where such action is subject to legal restrictions or would require further registration or other measures than what is required by Norwegian and / or Swedish law. Measures contrary to this instruction may constitute a breach of applicable securities legislation.
Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 23 December 2024, regarding the final allocation of the rights issue of units, consisting of shares and warrants (the "Units"), with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue"). In said announcement, it was stated that the Company received subscriptions for a total of 85,757,930 Units, corresponding to approx. 21.6% of the Units offered, during the subscription period for the Rights Issue.
Approximately NOK 8.6 million of the Rights Issue was guaranteed through subscription commitments and so-called bottom guarantee commitments (the "Bottom Guarantee Commitments"). Furthermore, the Company had received a so-called top guarantee commitment of an amount corresponding to approximately NOK 5,514,472 million (the "Top Guarantee Commitment").
The Top Guarantee Commitment will be fulfilled through the partial set-off of NOK 5,514,472 of the Company's outstanding convertible loan of NOK 10,514,472 (the "2023 Convertible Loan"). In addition, the accrued interest under the 2023 Convertible Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, has been set-off against Fenja Capital II A/S (the "Top Guarantor") commitment under the Bottom Guarantee Commitments.
The remaining balance of the 2023 Convertible Loan, in addition to an arrangement fee of NOK 200,000, in total NOK 4,200,000, will be extended in the form of a new convertible loan (the "New Convertible Loan"). Accordingly, the Board of Directors of the Company has today, 23 December 2024, resolved, based on the authorization from the Extraordinary General Meeting on 3 December 2024, on the issuance of the New Convertible Loan to the Top Guarantor. Further, the Top Guarantor has subscribed for and been allotted the New Convertible Loan.
The New Convertible Loan is due on 30 November 2025 (the "Maturity Date"). The New Convertible Loan shall accrue at an annual interest rate of STIBOR 3M, where STIBOR is set at minimum 3.00% over the duration, (the "Interest Rate Benchmark") plus an interest margin of 10.00%, (the "Interest Margin") from the day the Top Guarantor pays for the New Convertible Loan until the New Convertible Loan is repaid to the Top Guarantor's account or converted (the "Interest").
The Interest shall become due at the end of each calendar quarter and shall be paid out by the Company quarterly on the last day of the quarter or if this date is not a banking day, on the banking day immediately after such date.
The Top Guarantor shall have the right, but no obligation, to convert the Convertible Loan into shares in the Company on the terms set out below. Each request for Conversion by the Top Guarantor must always be for an aggregate nominal amount of at least NOK 1,000,000.
The subscription price per share upon conversion of the New Convertible Loan shall be NOK 0.12 per share. However, this subscription price may be subject to adjustment in certain circumstances, such as if the Company undertakes a bonus issue; reverse share split, share split; new share issue under Chapter 10 of the Norwegian Private Limited Liability Companies Act (the "Companies Act"); future rights issue pursuant to Chapter 10 of the Companies Act; an offer to shareholders to purchase securities or other rights, or resolves to distribute securities or rights without consideration; liquidation, merger, de-merger, or bankruptcy; or if any of these actions result in an inequitable financial outcome for the Top Guarantor.
Upon full conversion of the New Convertible Loan, the share capital will increase by approximately NOK 3,500,000 through the issuance of 35,000,000 new shares, implying a maximum dilution of approximately 11.6 percent for existing shareholders (calculated on the total number of shares in the Company after the Rights Issue).
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information 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 18:20 CET on 23 December 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
Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue").
The Company received subscriptions for a total of 85,757,930 Units, corresponding to approx. 21.6% of the offered Units, during the subscription period for the Rights Issue.
The allocation of the Units in the Rights Issue has now been completed on the basis of the allocation criteria resolved by the extraordinary general meeting of the Company in connection with the approval of the Rights Issue, and as set out in the prospectus prepared for the Rights Issue dated 4 December 2024 (the "Prospectus").
The board of directors of the Company has allocated a total of 111,219,745 Units in the Rights Issue, of which 85,757,930 Units were allocated based on subscriptions received in the subscription period and the remaining 25,461,815 Units were allocated to the so-called bottom guarantors for the Rights Issue.
Furthermore, the Company had received a so-called top guarantee commitment, whereby Fenja Capital II A/S (the "Top Guarantor") would partially set-off NOK 5,514,472 of the Company's outstanding convertible loan of NOK 10,514,472 to the Top Guarantor (the "2023 Convertible Loan"). If the Top Guarantor was allotted Units amounting to less than NOK 5,514,472 in the Rights Issue, the balance between the allotted amount and NOK 5,514,472 would be paid back in cash by the Company, using proceeds from the Rights Issue. The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0 million, and NOK 200,000 as an arrangement fee, will be extended for another 12 months in the form of a new convertible loan amounting to NOK 4.2 million (the "New Convertible Loan"). The Top Guarantor was allotted Units amounting to NOK 5,514,472.
Through the Rights Issue, the Company's share capital will increase by NOK 16,636,446.50, through the issuance of 166,364,465 new shares. If all warrants, issued in the Rights Issue, are exercised to subscribe for shares, the Company's share capital will increase by an additional NOK 16,636,446.50, through the issuance of 166,364,465 new shares.
Notifications of allocated Units and the corresponding subscription amount to be paid by each subscriber not yet having paid for their subscriptions are expected to be distributed today, on 23 December 2024. Payment for the allocated Units falls due on 30 December 2024 in accordance with the payment procedures described in the Prospectus.
The shares and warrants issued in the Rights Issue may not be transferred or traded before all Units have been fully paid for and the share capital increase pertaining to the Rights Issue has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). 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 6 January 2025. Under the same conditions, allocated Units are expected to be delivered on or about 8 January 2025. Trading in the Offer Shares and Warrants on Euronext Growth Oslo is expected to commence on or about 8 January 2025.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information 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 18:00 on 23 December 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
Important information
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 regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
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 (the "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, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, 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.
Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 16 December 2024 regarding the outcome of exercised warrants of series TO1, where the Company disclosed that a total of 24,116,078 warrants of series TO1 were exercised for subscription of 12,058,039 new shares.
The share capital pertaining to the exercise of warrants of series TO1 has now been registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). The Company's new share capital is NOK 11,136,138.30 divided on 111,361,383 shares, each with a nominal value of NOK 0.10.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information 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 14.25 on 23 December 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
Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue").
The subscription period for the part of the Rights Issue taking place on Nasdaq First North Growth Market expired yesterday, on 19 December 2024 at 16:30 hours (CET) and the subscription period for the part of the Rights Issue taking place on Euronext Growth Oslo expired today, on 20 December 2024 at 16:30 hours (CET).
Preliminary results indicates that the Company has received subscriptions for 85,757,930 Units. 397,213,376 Units were offered in the Rights Issue. The preliminary counting consequently indicates a subscription rate of approx. 21.6 %. The final allocation of the Units will take place on Monday 23 December 2024, in accordance with the allocation criteria set out in the Company's prospectus dated 4 December 2024 (the "Prospectus"). The final results of the Rights issue will be published shortly thereafter.
Notification regarding allocation of Units and the corresponding subscription amount to be paid by each subscriber, are expected to be distributed on or about 23 December 2024.
For more information, please refer to the prospectus dated 4 December 2024, prepared by the Company in connection with the Rights Issue, which is available at the Company's website, www.zwipe.com and the Swedish Financial Supervisory Authority's website, www.fi.se.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information 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 20 December 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
Important information
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 regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
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 (the "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, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, 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.
Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue"). Reference is further made to the stock exchange announcement published by the Company on 19 December 2024, regarding the last day of the subscription period on Nasdaq First North Growth Market.
The subscription period for the part of the Rights Issue taking place on Euronext Growth Oslo will expire today, on 20 December 2024, at 16:30 hours (CET)
The subscription rights that are not used to subscribe for Units in the Rights Issue on Euronext Growth Oslo before 16:30 hours (CET) today, 20 December 2024, will have no value and lapse without compensation to the holder.
For more information, please refer to the prospectus dated 4 December 2024, prepared by the Company in connection with the Rights Issue, which is available at the Company's website, www.zwipe.com and the Swedish Financial Supervisory Authority's website, www.fi.se.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information 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 20 December 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
Important information
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 regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
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 (the "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, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, 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.
Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue").
The subscription period for the part of the Rights Issue taking place on Nasdaq First North Growth Market Sweden will expire today, on 19 December 2024, at 16:30 hours (CET)
The subscription rights that are not used to subscribe for Units in the Rights Issue on Nasdaq First North Growth Market Sweden before 16:30 hours (CET) today, 19 December 2024, will have no value and lapse without compensation to the holder.
For more information, please refer to the prospectus dated 4 December 2024, prepared by the Company in connection with the Rights Issue, which is available at the Company's website, www.zwipe.com and the Swedish Financial Supervisory Authority's website, www.fi.se.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information 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 19 December 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
Important information
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 regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
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 (the "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, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, 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 – 16 DECEMBER 2024 – Zwipe AS (“Zwipe” or the “Company” today announces the outcome of exercised warrants of series TO1, issued in connection with the Company’s rights issue conducted in December 2023. The exercise period ended on 13 December 2024 and a total of 24,116,078 warrants of series TO1 were exercised for subscription of 12,058,039 new shares, corresponding to a subscription rate of approximately 37 percent of the total number of outstanding warrants of series TO1. The subscription price per share was NOK 0.11. Thus, the Company receives approximately NOK 1.3 million in gross proceeds through the exercise of warrants of series TO1.
Number of shares, share capital and dilution
Through the exercise of warrants of series TO1, the number of shares in Zwipe will increase by 12,058,039 shares, from 99,303,344 to 111,361,383 shares. The share capital will increase by NOK 1,205,803.90, from NOK 9,930,334.40 to NOK 11,136,138.30. For existing shareholders who did not exercise any warrants of series TO1, the dilution effect amounts to approximately 11 percent.
Advisers
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the exercise of warrants of series TO1.
For further information contact:
Robert Puskaric, CEO of Zwipe
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
OSLO, NORWAY – 11 December 2024 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue").
The Company has today, 11 December 2024, been informed that Robert Puscaric, CEO of Zwipe, has subscribed for 500,000 Units. Each Unit consists of one (1) new share in the Company and one warrant, with the payment of SEK 0.10 applying solely to the shares. The warrants are issued free of charge. As a result, Mr. Puscaric has subscribed for 500,000 new shares in the Company. The issuance of the Units is subject to the completion of the Rights Issue and the Company's board of directors allocating such Units to Mr. Puscaric in accordance with the allocation criteria outlined in the prospectus prepared in connection with the Rights Issue.
Please see the attached notifications of transactions for further information.
OSLO, NORWAY – 11 Dec 2024 – One of France's leading innovators in logistics, logistics platforms and transport has decided to test Zwipe Access biometric cards. The initiative, made possible through a collaboration with Zwipe AS, aims to enhance security measures at the logistics giant’s sites while streamlining access control systems.
Zwipe AS, a renowned leader in biometric technology, supplied the cutting-edge cards as part of its mission to revolutionize secure authentication solutions. Listed on the Oslo and Stockholm stock exchanges, Zwipe specializes in developing advanced biometric authentication technologies for access control, identification, and payment solutions.
The logistics leader has achieved remarkable growth in business park development, industrial and tertiary real estate, as well as conditioning and packaging solutions. Demonstrating a strong commitment to social and environmental responsibility, the company has also set a benchmark in sustainable logistics by being the first in Europe to implement an urban delivery network powered by electric trucks.
This partnership highlights the alignment between Zwipe's innovative technology and the logistics leader’s commitment to driving progress in security, sustainability, and operational excellence. The pilot project serves as a significant step toward redefining industry standards in access control through biometric solutions.
Robert Puskaric, President and CEO of Zwipe, highlighted the significance of the collaboration, stating, "Having access solutions that meet stringent safety and security standards is essential in today's world. With Zwipe Access, biometric authentication offers a highly secure and reliable method for identity verification. In an era of digital identity, Zwipe Access cards mitigate the risk of unauthorized access while delivering a seamless and intuitive user experience."
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work passionately across networks of international organizations, industries, and cultures to make convenience safe and secure. We pioneer next-generation biometric card technology for payment, physical and logical access control, as well as 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, please visit http://www.zwipe.com/
