OSLO, NORWAY – 10 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 shareholders of the Company on 3 December 2024 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, as at the expiry of 5 December 2024 (the "record date") was granted one (1) subscription right (the "Subscription Rights") for each share registered as held by the shareholder as of the record date. One (1) Subscription Right gives the right to subscribe for four (4) Units.
The Company has today, 10 December 2024, been informed that the following primary insiders of the Company have exercised the specified number of Subscription Rights in the Rights Issue, thereby subscribing for the corresponding number of Units they are entitled to upon completion of the Rights Issue.
Please see the attached notifications of transactions for further information.
Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 39.7 million (the "Rights Issue").
Reference is further made to the stock exchange announcement published by the Company on 3 December 2024, in which the Company announced that the extraordinary general meeting of the Company had resolved on the Rights Issue of 99,303,344 transferable subscription rights (the "Subscription Rights") with preferential rights for existing shareholders, whereby one Subscription Right gives the right to subscribe for four (4) units ("Unit"). Each Unit consists of (i) a new share in the Company, each with a nominal value of NOK 0.10, and (ii) a warrant of series T02 (the "Warrants") for a subscription price of NOK 0.10 per Unit. One Warrant give the right to subscribe for one ordinary share in the Company during the period beginning on 3 March 2025 and ending on 14 March 2025. The subscription price in the Rights Issue is NOK 0.10 per Unit on Euronext Growth Oslo and SEK 0.10 per Unit on Nasdaq First North Growth Market Sweden. The subscription price per share corresponds to the subscription price per Unit. Thus, the Warrants are issued free of charge. Upon full subscription, the Company will initially receive approximately NOK 39.7 million in gross proceeds. If Warrants are exercised, the Company will receive additional proceeds in March 2025.
Reference is further made to the stock exchange announcement published by the Company on 4 December 2024 where the Company announced that the prospectus pertaining to the Rights Issue had been approved and registered by the Swedish Financial Supervisory Authority (the "Prospectus"). The Prospectus has also been passported to Norway.
Availability of the prospectus:
The prospectus can be ordered from Zwipe by e-mail: ir@zwipe.com subject to certain legal restrictions. The prospectus is available on the Company's website www.zwipe.com and will also be available on the Swedish Financial Supervisory Authority's website, http://www.fi.se.
Eligibility:
The shareholders of the Company on 3 December 2024 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the "VPS") as at the expiry of 5 December 2024 (the "Record Date") will be granted one (1) Subscription Right for each share registered as held by the shareholder as of the Record Date. One (1) Subscription Right is required to subscribe for four (4) Units. Each Unit consists of one (1) new share and one (1) Warrant. The Subscription Rights will be registered on each Eligible Shareholders' VPS account.
Allocation of Subscription Rights:
One Subscription Right provides preferential right to subscribe for, and be allocated, four (4) Units at the Subscription Price (subject to applicable law in the relevant jurisdiction of an Eligible Shareholder). Eligible Shareholders will be allocated one (1) Subscription Right for every one (1) existing share registered as held by such eligible shareholder as of the Record Date. For a description of the allocation procedure, acquisition and/or exercise of Subscription Rights, reference is made to the section headed "Terms and Conditions of the Offering" under sub-heading "Allocation of the Units" in the Prospectus.
Subscription Period:
The subscription period in the Rights Issue taking place on Euronext Growth Oslo will commence at 09:00 hours (CET) on 6 December 2024 and expire at 16:30 hours (CET) on 20 December 2024. The subscription period in the Rights Issue for the part of the Rights Issue taking place on Nasdaq First North Growth Market Sweden will commence at 09:00 hours (CET) on 6 December 2024 and expire at 17:30 hours (CET) on 19 December 2024.
Trading in Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange under the ticker "ZWIPT" from 09:00 hours (CET) on 6 December 2024 to 16:30 hours (CET) on 16 December 2024 on Euronext Growth Oslo and Nasdaq First North Growth Market Sweden. Subscription Rights that are not used to subscribe for Units or sold before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. The Subscription Rights may have economic value if the Company's shares trade above the Subscription Price during the Subscription Period.
Change in share capital, number of shares and dilution:
Based on the outstanding number of shares as of today, the share capital in the Company increases through the Rights Issue by a maximum of NOK 39,721,337.60, from NOK 9,930,334.40 to NOK 49,651,672.00, through the issuance of a maximum of 397,213,376 shares. The number of shares increases from 99,303,344 to a maximum of 496,516,720 shares. For existing shareholders who do not participate in the Rights Issue, this implies a dilution effect of 80.0 percent in the case of full subscription.
In the event that all outstanding Warrants issued in the Rights Issue are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by an additional 397,213,376 to a total of 893,730,096 shares and the share capital will increase by NOK 39,721,337.60 to a total of NOK 89,373,009.60.
Subscription Price:
The subscription price in the Rights Issue is NOK 0.10 per Unit on Euronext Growth Oslo and SEK 0.10 per Unit on Nasdaq First North Growth Market Sweden, based on the European Central Bank's published exchange rate on 7 November 2024.
Pre-commitment and bottom guarantee commitments:
The Company has received subscription commitments from Board members Jörgen Lantto and Dennis Jones, amounting to approximately 4.5 percent of the Rights Issue.
To the extent the Rights Issue is not fully subscribed, a consortium of guarantors, including board member David Chew, has agreed to subscribe and pay for units in the Rights Issue up to an aggregate subscription rate corresponding of 28 percent of the Rights Issue (the "Bottom Guarantee Commitments"). The consortium providing the Bottom Guarantee Commitments will receive a 15 percent underwriting fee.
In addition, the Company and Fenja Capital (the "Top Guarantor") has agreed that the Top Guarantor shall subscribe and pay for units in the Rights Issue up to 13.9 percent of the Rights Issue (the "Top Guarantee Commitment"). The Top Guarantor will receive an 8 percent underwriting fee.
Further information about the subscription commitments, the Bottom Guarantee Commitments and the Top Guarantee Commitment is available in the prospectus, which can be ordered from Zwipe by e-mail: ir@zwipe.com subject to certain legal restrictions. The prospectus is available on the Company's website www.zwipe.com and will also be available on the Swedish Financial Supervisory Authority's website, http://www.fi.se.
New issue of the Convertible Loan and Share Options pursuant to 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"). If the Top Guarantor is allotted units amounting to less than NOK 5,514,472, the balance between the allotted amount and NOK 5,514,472 shall be paid back in cash by the Company to the Top Guarantor, using proceeds from the Rights Issue. The accrued interest under the 2023 Convertible Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, will be set-off against the Top Guarantor's commitment under the Bottom Guarantee Commitments.
The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0 million, will be extended for another 12 months in the form of a new convertible loan (the "New Convertible Loan"). This arrangement ensures the full settlement of the 2023 Convertible Loan. The New Convertible Loan will carry an annual interest rate of STIBOR + 10 percent. The issuance of the New Convertible Loan is contingent on the Company's board of directors issuing the New Convertible Loan in accordance with the board authorization granted at the extraordinary general meeting on 3 December 2024.
As consideration for the Top Guarantor agreeing to subscribe for the New Convertible Loan, the Top Guarantor shall receive a fee of NOK 200,000 from the Company (the "Arrangement Fee"). The Arrangement Fee shall be added to the total nominal amount of the New Convertible Loan and not be paid in cash, which means that the total nominal amount of the New Convertible Loan shall amount to a total of NOK 4,200,000.
The Company has also issued 60,000,000 contractual stock options to the Top Guarantor (the "Stock Options"). The Stock Options can be exercised up until 31 December 2026 and each Stock Option entitles to subscribe to one (1) new share in Zwipe at a price of 70 percent of VWAP during the ten trading days that immediately precede every third month-end, starting in April 2025, however no lower than the quota value of the Company's share and not higher than 150 percent of the subscription price in the Rights Issue. The Stock Options can be exercised on 30 April 2025 at the earliest. The issuance of shares upon exercise of the Share Options is contingent upon either a resolution by the Company's general meeting to issue the corresponding shares in accordance with the Norwegian Private Limited Liability Companies Act, or the Company's board of directors issuing the shares pursuant to an authorization granted under the Norwegian Private Limited Liability Companies Act.
Financial Intermediaries:
If an Eligible Shareholder holds shares in the Company registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the aggregate number of the Subscription Rights to which they will be entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Listing and Commencement of trading of the new shares:
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. The new shares and warrants of series TO2 are expected to be delivered to subscribers who are allocated Units in the VPS on or about 8 January 2025 and in Euroclear on or about 8 January 2025.
For further details of the terms of the Rights Issue, please refer to the Prospectus.
Advisors:
Bergs Securities AB is acting as financial advisor to the Company in connection with the Rights Issue.
DNB Bank ASA, Issuer Services, is acting as receiving agent in the Rights Issue.
Advokatfirmaet Schjødt AS is acting as the Company's legal adviser in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of 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 08:00 on 6 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
OSLO, NORWAY – 4 DECEMBER 2024 – Zwipe AS ("Zwipe" or the "Company") announces
that the prospectus relating to the Company's rights issue of units consisting
of shares and warrants (the "Rights Issue") has been approved and registered by
the Swedish Financial Supervisory Authority and is available on the Company's
website www.zwipe.com and will also be available on the Swedish Financial
Supervisory Authority's website, www.fi.se.
The prospectus can be ordered from Zwipe by e-mail: ir@zwipe.com subject to
certain legal restrictions. The prospectus is available on the Company's
website www.zwipe.com, and will also be available on
the Swedish Financial Supervisory Authority's website, http://www.fi.se.
Timetable for the Rights Issue
The commencement of the subscription period in Norway is subject to timely passporting of the prospectus.
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@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 16.20 CET on 4 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 – 4 Dec – 2024 –Zwipe, a global leader in biometric authentication technology for access control, identification, and payment solutions, is pleased to announce that a leading international luxury and fashion company is currently testing Zwipe’s biometric access cards. This evaluation marks a significant step toward the potential integration of Zwipe’s advanced technology into the company’s operations.
A publicly listed company on the Oslo and Stockholm stock exchanges, Zwipe specializes in developing secure, innovative solutions that prioritize data privacy and user convenience. The company’s biometric access cards are designed to offer robust security by ensuring that only authorized users can activate the card using their unique fingerprint.
The luxury retailer is exploring Zwipe Access to enhance security across its global network of stores and operations. With rising concerns over physical access security in the luxury sector, Zwipe Access cards provide a card-based dual-authentication solution for access control. Sensitive credentials are kept secure and can only be activated by the legitimate cardholder.
Robert Puskaric, President and CEO of Zwipe, said, "In the world of luxury retail, privacy and security are paramount. Adopting secure and reliable access control systems is essential in protecting people and facilities. Zwipe’s biometric technology offers a secure, fast, and intuitive authentication experience for access control. We are delighted to have such a global leader as potential customer."
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries, and cultures to make convenience safe and secure. We are pioneering next-generation biometric card technology for payment, physical and 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
All the items on the agenda were addressed and approved. Attached are the minutes of the EGM.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@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 13.40 (CET) on 3 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.
OSLO, NORWAY – 3 DECEMBER 2024 – Reference is made to the stock exchange announcement published by Zwipe AS (the “Company”) on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of one share and one warrant, with preferential rights for existing shareholders with gross proceeds of up to NOK 39.7 million (the "Rights Issue").
The Board of Directors has received subscription and guarantee commitments from certain existing shareholders and external investors. Thus, the Rights Issue is covered by subscription and guarantee commitments up to at least 41.9 percent, equal to NOK 16.6 million.
Subscription and Guarantee Commitments
The Company has received subscription commitments from Board members Jörgen Lantto and Dennis Jones, amounting to approximately 4.5 percent of the Rights Issue.
To the extent the Rights Issue is not fully subscribed, a consortium of guarantors, including board member David Chew, has agreed to subscribe and pay for units in the Rights Issue up to an aggregate subscription rate corresponding of 28 percent of the Rights Issue (the “Bottom Guarantee Commitments”). The consortium providing the Bottom Guarantee Commitments will receive a 15 percent underwriting fee.
In addition, the Company and Fenja Capital (the “Top Guarantor”) has agreed that the Top Guarantor shall subscribe and pay for units in the Rights Issue up to 13.9 percent of the Rights Issue (the “Top Guarantee Commitment”). The Top Guarantor will receive an 8 percent underwriting fee.
Further information about the subscription commitments, the Bottom Guarantee Commitments and the Top Guarantee Commitment will be provided in the prospectus, to be approved by the Swedish Financial Supervisory Authority on or about 5 December 2024.
Convertible Loan and Use of Proceeds
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”). If the Top Guarantor is allotted units amounting to less than NOK 5,514,472, the balance between the allotted amount and NOK 5,514,472 shall be paid back in cash by the Company to the Top Guarantor, using proceeds from the Rights Issue. The accrued interest under the 2023 Convertible Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, will be set-off against the Top Guarantor’s commitment under the Bottom Guarantee Commitments.
To accommodate the Top Guarantee Commitment, the use of proceeds outlined in the Company’s announcement on 7 November 2024 has been revised.
The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0 million, will be extended for another 12 months in the form of a new convertible loan (the “New Convertible Loan”). This arrangement ensures the full settlement of the 2023 Convertible Loan. The New Convertible Loan will carry an annual interest rate of STIBOR + 10 percent.
The issuance of the New Convertible Loan is contingent on the approval of a board authorization at the extraordinary general meeting (“EGM”) scheduled for 3 December 2024, or alternatively, the approval at a subsequent EGM that either authorizes the Company’s board of directors to issue the New Convertible Loan or directly resolves to issue the New Convertible Loan. As consideration for the Top Guarantor agreeing to subscribe for the New Convertible Loan, the Top Guarantor shall receive a fee of NOK 200,000 from the Company (the “Arrangement Fee”). The Arrangement Fee shall be added to the total nominal amount of the New Convertible Loan and not be paid in cash, which means that the total nominal amount of the New Convertible Loan shall amount to a total of NOK 4,200,000.
The Company has also issued 60,000,000 contractual stock options to the Top Guarantor (the “Stock Options”). The Stock Options can be exercised up until 31 December 2026 and each Stock Option entitles to subscribe to one (1) new share in Zwipe at a price of 70 percent of VWAP during the ten trading days that immediately precede every third month-end, starting in April 2025, however no lower than the quota value of the Company’s share and not higher than 150 percent of the subscription price in the Rights Issue. The Stock Options can be exercised on 30 April 2025 at the earliest.
The issuance of shares upon exercise of the Share Options is contingent upon either a resolution by the Company’s general meeting to issue the corresponding shares in accordance with the Norwegian Private Limited Liability Companies Act, or the Company's board of directors issuing the shares pursuant to an authorization granted under the Norwegian Private Limited Liability Companies Act.
Changes to item 5 of the EGM notice
The Bottom Guarantee Commitments and Top Guarantee Commitment necessitate changes to resolution 5 proposed for the EGM on 3 December 2024. As these changes do not affect shareholders’ preferential rights under Section 10-4 of the Norwegian Private Limited Liability Companies Act, the Company’s board of directors has determined that these amendments are in the best interests of the Company and its shareholders. An updated proposal for item 5 in the notice for the EGM will be distributed prior to the meeting.
Robert Puskaric, CEO of Zwipe comments:
"We are very grateful for the continued support from existing shareholders and new investors. By securing part of the rights issue, the management team can focus on developing Zwipe further and continuing our sales efforts.”
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of 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 08:00 on 3 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 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 (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 announcements published by Zwipe AS (the "Company") on 14 December 2023, regarding the final results 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 35.0 million (the "2023 Rights Issue"). Reference is further made to the stock exchange announcement made by the Company on 3 January 2024 regarding information about the Warrants.
The 2023 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 issuance of a convertible loan, that constituted the top guarantee commitment under the 2023 Rights Issue (the “2023 Convertible Loan”).
Two (2) Warrants entitle to the subscription of one (1) new share in the Company in the period commencing today, 2 December 2024 and ending on 13 December 2024 (the “Exercise Period”).
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. Based on this, the subscription price has been set at NOK 0.11 per new share.
If all Warrants are exercised, the Company could raise an amount of NOK 3,565,319.34. 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. 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 2023 Rights Issue, which is available on the Company's website www.zwipe.com and on 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 subject to the disclosure requirements in Section 5-12 of the Norwegian Securities Trading Act 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 23.00 CET, 1 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 2023 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 ("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 ("Zwipe" or the "Company") on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of one share and one warrant, with preferential rights for existing shareholders amounting to approximately NOK 39.7 million (the "Rights Issue"). Below is the key information with ISIN for the subscription rights included and information on the last day including the right to receive subscription rights. Save for the inclusion of the ISIN and the last day including rights, there has been no changes to the key information relating to the Rights Issue.
Date on which the terms and conditions of the rights issue were announced: 7 November 2024
Last day including rights: 3 December 2024
Date of approval: 3 December 2024
Ex-date: 4 December 2024
Record Date: 5 December 2024
Maximum number of new shares: 397,213,376
Maximum number of new warrants: 397,213,376
Subscription price per share: 0.10 per share
Ratio preferential rights: One right per share held in the Company
Subscription ratio: One right entitles the holder to subscribe for four shares and four warrants
Manager and bookrunner: Bergs Securities AB
Settlement agent: DNB Bank ASA
Will the rights be listed: The Company will apply for listing of the rights on Euronext Growth and Nasdaq First Growth Market
ISIN for the rights: NO0013409755
Other information:
The Rights Issue is structured in a manner where each right gives the holder the right to subscribe for four shares and four warrants (Norwegian: frittstående tegningsrett), with a combined subscription price of NOK 0.10, representing a subscription price per share of NOK 0.10 and no consideration for the warrant. Each warrant holder may exercise all or some of its warrants in the period beginning on 3 March 2025 and ending on 14 March 2025. Exercise shall be carried out by written notice, which shall be received by the Company within the abovementioned exercise period. The subscription price upon exercise of the warrants is NOK 0.10.
Out of the maximum number of new shares to be issued in the rights issue, a maximum of 122 010 100 new shares will be issued to the part of the shareholder based which trades shares in Norway through Euronext Securities Oslo (VPS) (the "Norwegian Offering"), and a maximum of 275 203 276 new shares will be issued to the part of the shareholder based which trades shares in Sweden through Euroclear Sweden AB (the "Swedish Offering"). The split is based on the relationship between the trade in the two countries as per the end of 7 November 2024, and there will from and including 7 November 2024 temporarily be imposed a block for repositioning of trading in the shares in the Company between the two systems until and including the record date in the Rights Issue.
In the Swedish Offering, the subscription price of NOK 0.10 shall be settled in SEK, and will be fixed at SEK 0.10, based on the European Central Bank's published exchange rate on 7 November 2024. According to the Norwegian Private Limited Liability Companies Act (the "NPLCA") regulations, settlements in a currency other than NOK are considered as an in-kind contribution, and the Board has in this respect prepared a statement in accordance with the NPLCA Section 2 -6, cf. Section 10-2, which will be confirmed by the Company's auditor, BDO AS. The Board's statement with the auditor's confirmation is available at the Company's website: www.zwipe.com.
This information is published in accordance with the requirements of the continuing obligations for issuers listed on Euronext Growth.
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of 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 the date and time provided.
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 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, 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 and SÃO PAULO, BRAZIL – 26 November 2024 – DS4 Innovation, one of Brazil’s leading total solution providers that focuses on access control systems, Industry 4.0, industrial automation and industrial engineering applications, has signed a distribution agreement with Zwipe, a global leader in biometric technology for identification, access control and payment cards. This partnership marks a major milestone in delivering advanced biometric access solutions to the Brazilian market.
Under this agreement, DS4 Innovation will distribute Zwipe’s innovative biometric access cards across Brazil. Zwipe Access provides two-factor authentication through integrated biometrics without the need for a separate fingerprint reader. This card is easy to use and fast to deploy on existing infrastructure, without the need for a biometric database. This is a seamless and secure solution for high security environments.
“Innovation is at the heart of what we do at DS4 Innovation,” said Fábio Martins Fernandes, CEO of DS4 Innovation. “We are happy to partner with Zwipe, a leader in biometric solutions, to offer a state-of-the-art platform that enhances both identity verification and security. This partnership aligns with our commitment to provide Brazilian companies with innovative solutions that meet their needs for advanced security.”
Robert Puskaric, President and CEO of Zwipe, said, “We are excited to collaborate with DS4 Innovation, a company dedicated to connecting everyone's needs. This partnership enhances DS4 Innovation’s portfolio of innovative solutions and provides Brazilian businesses with local player to Zwipe’s pioneering biometric technology. With this collaboration, DS4 Innovation and Zwipe are set to transform access control standards, promoting a safer and more secure environment for organizations across Brazil."
About DS4 Innovation
DS4 Innovation is a company based on consolidated engineering principles and good management practices, without, however, allowing itself to be bound by rigid rules of conduct regarding the possibility of innovation. Whether it is an educational institution, industry or other entities that want to quickly pair their teams' knowledge with the latest on the market and even in research centers, we have the means to connect everyone's needs.
To know more, please visit https://ds4innovation.com.br/
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/
OSLO, NORWAY – 31 January 2021 – Zwipe AS, a biometric fintech pioneering the development of next generation biometric solutions in payments and access control, has appointed Danielle Glenn as its new CFO and Head of IR effective from 1 May 2022.
Ms. Glenn (44) will join Zwipe from her current position as CFO of Arctic Bioscience AS, a Norwegian biotech company. While at Arctic Bioscience, Ms. Glenn managed the company’s capital markets activities including its MNOK 300 IPO on Euronext Growth Market in Oslo in February 2021. In addition to her responsibilities as CFO, she was also responsible for Investor Relations and heavily involved in setting the company’s overall strategic, commercial, operating and investment plans. At Zwipe, she will help lead the company through its next phase of international commercialization as the company approaches mass volume rollout of biometric cards withing payments and access control.
“Zwipe is continually expanding the commercial and strategic opportunities for its unique biometric technology. Danielle’s background as a CFO operating at the intersection of finance, commercial operations, technology and investor relations in fast-growing companies as well as her deep experience from international capital markets will provide us with the financial skill set we need to increase long-term stakeholder value in the coming years,” says André Løvestam, CEO of Zwipe.
Prior to joining Arctic Bioscience, Ms. Glenn worked in several management roles with start-up and scale-up companies in Norway upon moving to Oslo in 2016. She spent the majority of her career in London and New York, working at Goldman Sachs, Caxton Associates and Bywater Capital as a global macro hedge fund manager and Chief Investment Officer. Ms. Glenn graduated magna cum laude from Harvard University with a BA in History and Science.
“I am impressed by the innovation Zwipe is demonstrating in the fintech space, honoured by the confidence management and the Board has placed in me, and excited to help build upon Zwipe’s strong commercial and technological momentum. I very much look forward to joining a Norwegian company with global ambitions and an impressive international team,” says Ms. Glenn.
Ms. Glenn will take over from Lars Kristian Solheim who has decided to pursue other opportunities. Mr. Solheim has been the CFO since March 2020 and continues as CFO of the company through April 2022.
“On behalf of the whole management team and Board, I would like to thank Lars Kristian for his hard work and unquestionable dedication. He has acted as CFO during an important and transformative stage in our growth story, providing valuable contributions and wise counsel. I wish him the very best in all his future endeavours,” says Mr. Løvestam, CEO of Zwipe.
For further information, please contact:
André Løvestam
CEO of Zwipe AS
Phone: +47 934 36 952
Email: andre@zwipe.com
This is information that Zwipe AS is obligated to make public pursuant to the EU Market Abuse Regulation on Euronext Growth Oslo and on Nasdaq First North Growth Market Stockholm. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 13:30 CET on 31 January 2022.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. The company works across networks of international organizations, industries and cultures to make convenience safe and secure. Zwipe is pioneering next-generation biometric card and wearables technology for payments, physical & logical access control, and identification solutions. The company promises 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.
OSLO, NORWAY – 20 January 2022 – Primary insider André Løvestam, CEO of Zwipe AS (the "Company"), has today exercised 384,000 stock options, each giving the right to acquire one share in the Company at a strike price of NOK 10.00. The stock options have been allocated to André Løvestam under the Company's stock option incentive program. After completion of the transaction, André Løvestam will, through Energetic AS and privately, own 1,300,000 shares and hold 306,000 options, each giving the right to acquire one share in the Company.
Attached is a copy of the form submitted to the Norwegian FSA, Finanstilsynet, reporting the transaction as listed above:
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About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For more information, please contact:
Lars Kristian Solheim, CFO
+47 991 661 35
lars.kristian@zwipe.com
This is information that Zwipe AS is obligated to make public pursuant to the EU Market Abuse Regulation on Euronext Growth Oslo and on Nasdaq First North Growth Market Stockholm. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 12:45 CET on 20 January 2022.
OSLO, NORWAY and PARIS, FRANCE – 19 January 2022 – Biometric fintech company Zwipe and K2 sas, an affiliate of Cards Systems Group (CSG) and a leading provider of payment card personalization solutions in the Middle East and Africa (MEA) have partnered to address the growing demand for biometric payment solutions in the region. Together with CSG, the parties will bring the next generation payment cards to the MEA region and France.
CSG is an international service and integrated solution provider for card management systems. Founded in 2008, it operates in over 20 countries to offer turnkey card payment and issuance solutions. The group works with major banks, personalization bureaus and card manufacturers to ensure their delivery readiness and provide the latest technology and security standards set by Mastercard, Visa and regulators. Currently CSG’s solutions are utilized by 100 customers and over 10 million payment cards annually.
Speaking on the partnership, Bassam Al Khatib, Chief Executive Officer of K2, said: “Our collaboration with Zwipe will be a catalyst in accelerating the deployment of biometric payment cards across the MEA region and France, markets well-known to us. It is time for banks to embrace next generation contactless cards using the cutting-edge biometric technology that Zwipe brings to the payment marketplace and end users. We will leverage our large network of existing bank clients to conduct multiple pilots, starting already in H1 2022, followed by commercial launches”.
Zwipe will provide K2 and CSG with technical support and services for the implementation of Zwipe Pay biometric cards including value added services for issuers. These cards will be manufactured and delivered by Zwipe’s certified smart card manufacturers in the region.
“K2 and CSG are very important additions in our fast-growing delivery ecosystem and will be a key enabler for our accelerated growth in the MEA region and France. The Group is also a highly respected brand in delivering card personalization solutions and trusted by leading banks in the entire region. I am confident that this partnership will lead to multiple commercial launches of Biometric Payment Cards,” said Ramzi Saboury, General Manager at Zwipe for MENA region.
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About K2 / Cards Systems Group
A team of EMV specialists that joined forces in 2009 to establish an aggressive and farsighted organization. K2, an affiliate of the group, was created in 2017 to find solutions ahead of time through anticipating problems that businesses might encounter in today’s dynamic market. The group serves hundreds of satisfied clients from eleven different countries spreading over four continents. CSG aspire to be the partner of choice for the card business in the Middle East and Africa region.
To learn more, visit www.k2ss.fr, cardsysa2z.com
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 zwipe.com
For further information please contact: André Løvestam, CEO, +47 991 6135 info@zwipe.com
OSLO, NORWAY and MEXICO CITY, MEXICO – 31st December 2021 – Biometric fintech company Zwipe and Forzacard, the leading domestic card manufacturer in Mexico, have agreed to develop and launch biometric cards powered by Zwipe and bring these innovations to banks and organizations looking for the latest solutions based on biometric card-authentication in Central and North America.
Forzacard is a Mexico-City based 100% Mexican company, founded in 1991, delivering more than 25 million payment cards per year across multiple countries. The company has extensive operations in Central and North America and is part of Forzaform Group, one of the oldest and most respected industrial groups in the secure printing industry. Forzacard offers a wide range of payment products and services and is a Visa, MasterCard and Carnet certified manufacturer.
“Partnering with Zwipe to develop the next generation contactless experience aligns strongly with our mission of continuous innovation. Biometric capabilities uniquely combine convenience with security and safety, uplifting the card payment experience to completely new levels. Integrating Zwipe Pay ONE into our smart card program will be key to competing and securing future business in this fast-emerging segment.” says Mauricio Benavides President of Forzaform.
Starting with biometric payment cards, Zwipe will deliver the Zwipe Pay ONE technology platform, technical guidance, and market support services as part of the agreement.
Speaking on the partnership, André Løvestam, CEO at Zwipe says “Mexico is leading the way in the adoption of biometric payment cards in Central and North America. Partnering with Forzacard in Mexico will enable us to respond to a strong and growing demand for biometric payment cards from banks and payment service providers in that region.”
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About Forzacard
Forzacard has always been at the forefront of bringing payment innovations to banks in Mexico since its inception in 1991 and part of ForzaForm S.A. de C.V., a 100% Mexican Corporation of world class. The company’s growth is driven by its wide variety of products and processed materials alongside extensive R&D and continuous investments in emerging technologies, always guaranteeing highest levels of quality and security.
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free.
For more information contact: André Løvestam, CEO, +47 991 66 135, info@zwipe.com
OSLO, NORWAY and BEIRUT, LEBANON – 27 DECEMBER 2021 – Zwipe is pleased to announce that a medium sized bank in Levant has confirmed a pilot of biometric payment cards enabled with Zwipe Pay ONE in the first half of 2022. The bank is one of the leading brands in the wealth management segment serving thousands of high net-worth and affluent consumers. Zwipe’s single silicon biometric payment card platform has triggered a lot of interest across many markets in the Middle East where banks are well known to use modern digital platforms to deliver world-class user experience and security.
The bank will be supported with the pilot by one of Zwipe’s well-established strategic partners in the region, areeba, that was also amongst the first in the region to recognize the great potential of biometric payments when it launched pilots with many leading banks in the region in 2018. areeba is a well-recognized innovator in the region, pursuing a strategy of driving digital transformation and service excellence through modern technologies.
Speaking on this development, Maher Mikati, CEO at areeba said, “We are always seeking to make use of the latest technologies available to make life more convenient and safer for our esteemed clients. With biometric payments we will significantly enhance user experience and security of our card payment products. We are pleased to pilot the latest generation of biometric cards with Zwipe and this leading bank in wealth management and private banking in the region.”
Ramzi Saboury, General Manager of Zwipe in MENA Region said: “We are very proud that, just weeks after deciding to issue biometric payment cards for their customers in Lebanon and Iraq respectively, areeba is ready to issue biometric payment cards as a service to other issuers in collaboration with Zwipe. We are confident that the pilot will show how biometric payment cards can help the bank to attract new customers, uplift customer loyalty and ensure excellent returns from their payment portfolio. Zwipe will be supporting the bank through all stages of the pilot journey, ensuring smooth pilots with strong end user focus.”
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About areeba
areeba is an electronic payment technology company licensed by Visa and MasterCard and has an agreement with American Express & Discover. Established in 2017, areeba adopts the latest technologies and provides solutions and payment services to banks, governments and merchants to suit their aspirations and needs.
areeba offers services tailored to global requirements, from card issuance and management, non-contact payment solutions, contactless and mobile payment. It also provides merchants and governments with the latest e-commerce platform and point-of-sale machines that adopt the highest standards and safety systems. areeba operates a wide range of loyalty programs, including collecting points and miles, cashback programs, and providing consultancy services for the planning, design and development of electronic products and payment solutions.
For more information, visit www.areeba.com, or @areebalebanon on LinkedIn, Facebook or Instagram. areeba media contact: Nouchka El Hage, +961-1-954325 - NHage@areeba.com
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 zwipe.com. For further information please contact: André Løvestam, CEO, +47 991 66 135, info@zwipe.com
OSLO, NORWAY, HYDERABAD and PUNE, INDIA - 27 DECEMBER 2021 – Zwipe, KL HI-TECH and Easy Pay can confirm that they will pilot biometric payment cards in India, aiming for commercial launches by summer 2022. Easy Pay is one of the fastest growing payment brands in India whose services are used by over 2 million retail stores and millions of consumers. Zwipe is a fintech pioneering the development of next generation biometric payment solutions.
Founded in 2014, Easy Pay has grown rapidly to become a leading payment brand for merchants and consumers in India. “Paisa Nikal” is an AADHAR Enabled Payment Service (AEPS) which has been ideated and executed by Easy Pay allowing hassle-free and safe transactions for millions of users. In 2020, it processed payment transactions worth USD 8.4 billion (expected to reach USD 12 billion in 2021). Easy Pay has now decided to issue next generation biometric payment cards in collaboration with Zwipe and KL HI-TECH, Zwipe’s manufacturing partner in India.
Speaking on this development, Nilay Patel, Founder & CEO of Easy Pay said, “We are very pleased to bring the next generation contactless cards to India, enabling world-class security, safety and experience for our customers. We see many use cases for biometrics beyond payments, for example access cards for use in hotel chains, as well as high-end real-estate and smart city projects where we have long term contracts and a demanding client base. Following internal tests and external pilots we aim for commercial launches of biometric payment cards during summer of 2022.”
Besides the core biometric card technology, Zwipe will also support Easy Pay through all stages of the pilot ensuring that end users’ experiences and feedback are systematically captured and impact on business case thoroughly assessed.
André Løvestam, CEO of Zwipe said, “We are proud to confirm our first pilot in India, one of the world’s largest and fastest growing payment markets. Easy Pay has been a pioneer in driving innovative payment services and biometrics will enable them to further drive differentiation based on security, safety, and user experience. We are delighted that our card manufacturing partner, KL HI-TECH, is part of this exciting journey which we very much look forward to pursuing together”.
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About Easy Pay
Easy Pay is an emerging Payment Solutions Company which is creating its own niche in the Fintech Industry. Formed by highly professional and technological advanced team members and backed by strong corporate ethics. The team works in bridging solutions mainly in the area of payments and bio-metrics. It is India’s upcoming payment domain that facilitates all kinds of payments for everyone and everywhere under one umbrella.
Paisa Nikal is an AADHAR Enabled Payment Service (AEPS) which is ideated & executed by Easy Pay which allows quick, hassle-free & safe transactions. This futuristic model is designed to empower retailers for making digital transactions fast & automated. We're offering comfort & convenience to both the retailers and consumers. Moreover, it even extends electronic payment services to large social strata of customers that do not have the means to pay electronically. It even manages payments for multiple institutional clients and provides them with innovative solutions for business expansion.
This unique business model allows facilitating payments with multiple modes such as cash, card, cheque, net-banking, e-wallet & etc. With much pride & enthusiasm, we're vigorously contributing to the #DigitalIndia Campaign!
Website: www.easypay.in
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 and wearables technology for both 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 zwipe.com For further information please contact: André Løvestam, CEO, +47 991 66 135, info@zwipe.com
About KL HI-TECH
KL HI-TECH Secure Print Limited (KLHT) is a leading provider of secure print products and printing solutions. Commencing its operations in 1988, KLHT has played a pioneering role in enabling secure payment transactions, banking services and facilitating tele communications in India through its secure print products. At its sprawling state-of-the-art highly secure manufacturing facility located in Hyderabad, the company operates using stringent global standards that are required to manufacture a range of security printing products. The company is certified by Visa, Mastercard & RuPay (National Payments Corporation of India). As per the Nilson Report (2020) KL HI-TECH is the 2nd largest banking card manufacturer in India and 31st largest banking card manufacturer in the world.
KLHT’s business ideology revolves around the prime objective of providing comprehensive, fool-proof security in critical secure print products. KLHT plays a pivotal role by manufacturing products for Banks and Financial Institutions, Central and State Governments, Educational Boards and Institutions, Telecom Sector, Nationwide Election Commissions and Transport Sector.
Exporting to over 52 countries across the Globe, KLHT aims to become one of the leading suppliers of secure print products globally, whilst also pioneering innovation and change to the way payments are made in India and across the globe.
For further information please contact Kartik Shekar, VP – Projects, kartik@klhitech.com, +91 8008 188 466
OSLO, NORWAY – 22 December 2021 – Zwipe has received a commercial order worth MNOK 0.6 for Zwipe Pay ONE. This is the first Zwipe Pay ONE order from this card manufacturer and will be delivered in Q1 2022.
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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 zwipe.com
For further information please contact: André Løvestam, CEO, +47 991 66 135 info@zwipe.com
OSLO, NORWAY - 22 December 2021
With our eyes set on the long-awaited commercial breakthrough for Zwipe which now seems highly likely to happen in 2022, we have spent the last four years undergoing a transformation which has laid the foundation for Zwipe’s long-term success:
Each step on this journey, and each new partner and customer in our ecosystem, contributes to increasing the value creation potential and reducing the risk for Zwipe and its stakeholders. We have indeed come a long way in that regard.
A transformative year
Even on this backdrop, 2021 has been a transformative year for Zwipe:
Adding to our confidence in our future outlook is the universal evidence from numerous consumer surveys from diverse markets around the world that cardholders worldwide will benefit greatly from the touch-less and PIN-free experience with world-class security that is made possible by biometric payment and access control cards. Consumers’ strong trust in and demand for biometrics has been consistent with the findings from our industry peers and other analyst reports.
We also demonstrated Zwipe Pay ONE sample cards from several of our clients, showcased all the Zwipe Pay ONE components, and demonstrated live transactions with Zwipe Pay ONE enabled biometric cards, along with a range of innovative enrolment solutions, at TRUSTECH 2021 in Paris.
Figure 1: Zwipe Pay ONE based cards from Masria Digital Payments (Egypt). KL Hi-Tech (India), Tag Systems (Andorra), Toppan Forms (Hong Kong), Inkript (Lebanon) and Beautiful Cards Corporation (Taiwan).
Figure 2: Left-hand photos are the front and back of a transparent demo card based on Zwipe Pay ONE. Middle photos are the ZPO passive inlay and the ZPO enrolment sleeve, while the right-hand photos are ZPO module on reel (contact plate with single silicon secure element mounted on the back) and the IDX3405 sensor on 35mm tape.
Closing in on pilots and certification
Like most other companies engaged in multinational development projects, Zwipe has felt the effects of COVID-19 through added complexity, extended lead times and delays. I have been impressed by the grit and determination of my team and our technology partners, systematically overcoming the hurdles as they come.
Having said that, we have made good progress with many issuers that signed up for pilots through 2021. This ranges from running internal tests of biometric cards at issuers to helping their engagements with schemes and supporting them with guidance in preparing the issuing backend to process biometric payments. And feedback from customers has been great; “Paying has been super easy and fast”. That’s exactly what you want to hear from the field!
Next milestone is the submission of Zwipe Pay ONE based reference cards for certification by both VISA and Mastercard. Zwipe’s technology partner, Idemia, announced in November 2021, that it had obtained full certification from both schemes for its F.CODE biometric payment card. These certifications (Letters of Approval) represent full validation of the core components in our Zwipe Pay ONE platform, notably the shared single silicon biometric secure element, where Idemia and Zwipe have co-invested since 2019, and the IDX3405 fingerprint sensor from Idex Biometrics.
The Zwipers
Last, and most importantly, I want to express my deep gratitude to the exceptional Team of Zwipers around the world whose passion and grit continued to create so much value for our customers, partners, and shareholders through this challenging pandemic which has taken its toll on everyone. The purpose of our efforts is to give everyone the power of access by being themselves no matter where they are or who they are.
My sincere thanks also go out to all our customers, partners, and shareholders for sharing our mission and supporting our journey.
I wish each one of you all a Merry Christmas and a Happy, Healthy and Prosperous New Year!
OSLO, NORWAY and BAGHDAD, IRAQ – 22 December 2021 - Zwipe and International Network for Cards and Digital Payment Services (INC) are pleased to confirm that they will pilot Biometric Payment Cards in Iraq. This will be the first biometric payment card pilot in the country. As one of the fastest growing cards and payments companies in Iraq, INC will be offering issuance of white label biometric cards as a service for banks and other payment companies.
In collaboration with Zwipe, INC will incorporate biometric payment cards in its portfolio and offer it as a standard payment product to its client banks in the Iraqi market, with the first client being INC’s own NEO Visa cards which will be introduced as the first biometric plastic cards in Iraq.
This development was made possible through INC’s strategic partner Nymcard which confirmed in September 2021 its collaboration with the Norwegian technology company Zwipe to bring biometric payment cards to the MENA region.
Speaking on this development, Zaid Fawzi, CEO and Founder of INC, said: “We are proud to step up our collaboration with Zwipe and bring the next generation contactless experience to Iraq. Our partnership with Zwipe has greatly strengthened INC’s mission to deliver payment solutions with state-of-the-art security and world-class user experience. Our pilot in Iraq with the NEO Visa cards will be the first step in bringing this fantastic product to other players in the market.”
General Manager for MENA region at Zwipe, Ramzi Saboury said: “Our partnership with NymCard and its subsidiaries in the region such as INC will greatly accelerate the deployment of next generation contactless cards. I am happy to launch this pilot project with INC in Iraq - a large market with huge growth potential. It is worth mentioning that the Central Bank of Iraq has already endorsed our initiative to bring biometric payment cards to Iraq and is encouraging all Iraqi banks to be part of this exciting innovation.”
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About INC
The International Network for Cards and digital payment services (INC) is an Iraqi registered company and holds a license as Issuer and Processor to practice business in electronic payments from the Central Bank of Iraq No. (7) according to Law No. (56) issued in 2004. Through its NEO brand, INC has released a state of the art mobile app featuring a digital wallet, and enabled online card payments to its customers via the first virtual Visa card in Iraq, in addition to other card programs such as NEO Visa Gift and NEO Visa Travel, available as physical plastic cards with the aim to increase financial inclusion in the Iraqi market.
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 and wearables technology for both 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 zwipe.com
For further information please contact: André Løvestam, CEO, +47 991 66 135, info@zwipe.com
