The Board of Directors of Zwipe AS, org. nr 994 553 607, has on November 10, 2019, subject to the approval by an Extraordinary General Meeting, decided to carry out a preferential rights issue of up to MNOK 74 by issuing up to 10 635 525 shares, implying an increase of the Company’s share capital of up to NOK 1 063 553.
90 percent of the Rights Issue, amounting to MNOK 67, is already covered through subscription commitments and underwriting commitments from current shareholders and new investors.
Background and purpose
During 2019 Zwipe has made significant technological, commercial and organizational progress. Most notably, Zwipe entered a strategic collaboration with Idemia on a disruptive technology platform for biometric payments. Furthermore, Zwipe successfully completed the prototyping of its in-house Z5 energy harvesting and power management chip, extended its network of card manufacturer clients, delivered according to its first received order for its second generation inlay technology, and was engaged by G+D Mobile Security to provide product design and prototyping for a wearable biometric payment device to be piloted by a leading bank.
The preferential rights issue is carried out in order to secure working capital toward commercialization and scale-up of Zwipe’s technology platform. The commercialization efforts will be accompanied by a targeted program to focus and streamline the company’s resources.
CEO André Løvestam commented “This rights issue is planned to extend Zwipe’s financial runway all the way to scale-up of biometric cards, and I am pleased that we have achieved a 90% guaranteed subscription. We now see a clear path toward finalizing and commercializing our technology, with the required capital resources to get to that point.
Zwipe is streamlining its product roadmap and pursuing cost saving opportunities that will reduce the current burn-rate. This has been made possible on the back of the strategic collaboration with Idemia, the global leader in Augmented Identity and one of the world’s largest payment card manufacturers, on a disruptive technology platform that we together with our partner Idemia believe is a game changer and a catalyst for growth in the industry. The new platform will integrate and simplify component design, drastically reducing costs of the product itself and the manufacturing process. As a result, a complete biometric payment card cost of below USD 10 is becoming realistic, providing an accelerated path to mass volumes while giving Zwipe a long-term cost leadership position.”
Summary of Rights Issue
The subscription price is NOK 7.00 per share. The Company’s shareholders have preferential rights to subscribe to the new shares in relation to the number of shares currently held. For each recorded share the shareholder obtains one (1) subscription right. Three (3) subscription rights entitle to subscription of two (2) newly issued shares.
The Record Date for participation in the Rights Issue is planned for December 4, 2019. The subscription period is expected to run from December 5 up to and including December 19, 2019. The Board of Directors shall have the right to extend the subscription period if deemed beneficial. In the event that not all shares have been subscribed for in the Rights Issue, the Board of Directors, within the maximum scope of the Rights Issue, resolve on the allocation of shares subscribed for without subscription rights.
The Company has obtained subscription commitments and undertaking commitments from a number of current shareholders and external investors. The subscription commitments from existing shareholders, and external investors who will receive subscription rights from major shareholders who cannot participate, amount to 16.1 percent of the Rights Issue. Underwriting commitments amount to an additional 73.9 percent of the Rights Issue. In total, the subscription commitments and underwriting commitments from current shareholders and new investors amount to MNOK 67.0, corresponding to 90.0 percent of the Rights Issue.
Timetable for the Rights Issue
The below timetable for the Rights Issue is preliminary and may be adjusted:
Prospectus
Complete information regarding the Rights Issue and information about the Company will be included in the prospectus that is expected to be published on or about December 4, 2019.
Extraordinary General Meeting
To obtain approval to carry out the Rights Issue, the Board of Directors has decided to call for an extraordinary general meeting. The extraordinary general meeting is to be held on December 2, 2019 at 11:30 at the office of Simonsen Vogt Wiig Advokatfirma, Filipstad Brygge 1, Oslo. The notice of the meeting will be published today through a separate press release.
For further information please contact:
André Løvestam, CEO: andre@zwipe.com +47 93 43 69 52
Lars Myren, Interim CFO: lars@zwipe.com +47 90 94 36 60
Advisors
In connection with the Rights Issue, Zwipe has appointed Erik Penser Bank AB (publ) as book runner, and Advokatfirmaet Simonsen Vogt Wiig AS as legal advisor.
For more information, please visit www.zwipe.com
Important information
The information in this press release does not constitute an offer to sell, acquire, subscribe for or otherwise trade in shares or other securities issued by Zwipe AS. No offer will be made in any jurisdiction in which such offer or solicitation is unlawful or where this would require registration, publication of a prospectus or similar action. Invitation to interested parties to subscribe for shares in Zwipe AS will only be made through the prospectus that Zwipe AS will publish.
There will be no public offer of shares in the United States. The new shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities law of any state or other jurisdiction of the United States and may not be reoffered, resold, pledged or otherwise transferred, directly or indirectly, except (a) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S, as applicable or (b) pursuant to Rule 144A under the U.S. Securities Act by executing and delivering a separate U.S. investor representation letter to the manager. A person in the United States or who is a “U.S. Person” (within the meaning of Regulation S under the U.S. Securities Act), may not apply for Offer Shares or otherwise take steps in order to subscribe for or purchase Offer Shares unless the subscriber has confirmed to the manager that it is a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the U.S. Securities Act, acquiring the Offer Shares for investments purposes for its own account or for one or more accounts of another/other QIB(s), where it has investment discretion over such accounts in a transaction exempt from the registration requirements under the U.S. Securities Act by executing and delivering a U.S. investor representation letter to the manager. The Offer Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may not be deposited into any unrestricted depositary receipt facility in the United States, unless at the time of deposit the Offer Shares are no longer "restricted securities".
The information in this press release may not be released, published, reproduced or distributed in or to the United States, Canada, Japan, Australia, Hong Kong, Switzerland, Singapore, South Africa or New Zealand or any other country or jurisdiction where such action is not permitted or where such action is subject to legal restrictions or would require further registration or other measures than what is required by Norwegian and / or Swedish law. Measures contrary to this instruction may constitute a breach of applicable securities legislation.
OSLO, NORWAY – 6 November 2019
Q3 2019 highlights and recent developments
During the third quarter Zwipe focused on extending its technology portfolio and network of partners covering the biometric payment card and wearables value chain:
Status update from the CEO
André Løvestam, CEO of Zwipe said ”Q3 2019 exceeded our expectations and we are happy with the major milestones we have completed over the last months. The announced collaboration with Idemia on a disruptive technology platform for biometric payments represents a defining moment for Zwipe. The new biometric payments platform will drastically reduce product and manufacturing costs by integrating into a single chip the functions that previously required a Secure Element, a Microcontroller, and more than thirty external components. This enables Zwipe to take a strong cost leadership position and gain competitive advantage as the industry moves towards large-scale volumes.
In parallel, we are forging ahead with our internal research and development activities and have expanded our intellectual property (IP) portfolio. In the period, our in-house IP development has progressed well. Zwipe now has 31 granted patents across 10 patent families in its IP portfolio, representing significant licensing revenue potential for the company going forward. Immediately after the closing of Q3, we announced the successful completion of a two-year development project: a working prototype of our Z5 chip which we plan to commercialize to stakeholders across the payments ecosystem, both as a stand-alone chip and as part of our biometric payment platform, the biometric inlay.
We have complemented our products with services. At the end of the quarter, Zwipe introduced the “Zwipe Experience” to its customers – a comprehensive program of products and services, enabling the card manufacturers to prepare for all aspects of launching biometric payment cards.
With product development taking positive strides, we have also continued expanding our network of customers. In Q3 we added Thailand-based card manufacturer dz card to our already substantial global customer network. Dz card plans to launch biometric payment solutions to address the emerging needs of customers in Thailand and across Southeast Asia, a region poised to see exponential growth in payment card adoption over the coming years.
Beyond dual-interface payment cards, we are pursuing complementary payment solutions where our technology represents a competitive advantage for our customers. During the quarter, we announced that we had been engaged by G+D Mobile Security, one of the world’s largest players within security solutions, to provide product design and prototyping for a wearable biometric payment device to be piloted by a leading bank.
With good momentum in these two emerging product verticals, we are confident that our focus on building relationships with our customers will play a major role in securing both short- and long-term success for the company. The new relationships diversify our customer base and extend our geographical presence, securing ties with regional leading card manufacturers and banks. Industry leaders in the biometric payment industry such as Idemia and G&D are firming up their roles, setting up commercial structures and investing in trial and production capacity. The fact that they select Zwipe as a key partner for their endeavours is a testament to our strong role in the value-chain.
It is exciting for us to see that our future potential is materializing in near-term commercial opportunities. Our initial sales of biometric card inlays, and customer-funded engineering efforts are opening doors for greater opportunities going forward. I am delighted to see that the steps we have taken are starting to bear fruit.”
Financials and Significant Events During Third Quarter 2019
Financial Status
During the third quarter Zwipe had revenues of MNOK 1.0 (0.9) representing sale of products for trial purposes as well as NRE invoiced to certain customers for specific developments. Accumulated revenues for the year amount to MNOK 1.3 (1.6).
Average monthly cash flow during Q3 2019 was MNOK -7.6 (-5.6), compared to MNOK -8.9 in the first half of 2019. The closing cash balance at end of Q3 was MNOK 51.0.
Subsequent event: Completed prototype Zwipe Z5 chip
After closing of the third quarter, Zwipe announced the successful prototype completion and power-on of its in-house developed “Z5” energy harvesting and power management integrated circuit (ASIC). The proprietary new chip is a significant milestone in component consolidation, cost reduction and efficiency improvement for Zwipe. Commercial samples are planned to be ready by mid-2020, by which time mass production can start. The Z5 chip will precede and subsequently complement the emerging biometric payment technology platform announced with Idemia.
OSLO, NORWAY – 14 OCTOBER 2019 – Biometric technology company Zwipe is pleased to announce the prototype manufacturing and successful power-on of its Z5 chip, an application-specific integrated circuit (ASIC) developed by Zwipe and supported by proprietary energy harvesting IP.
The Zwipe Z5 consolidates components required for contactless energy harvesting and power management in one chip, reducing cost and improving the power efficiency and the manufacturability of embedded biometric solutions. This proprietary embedded chip will be a key commercial element for Zwipe’s biometric products for payment and beyond.
Commenting on this important breakthrough, André Løvestam CEO of Zwipe said, “this is an important milestone for the company, and a key part of Zwipe’s Generation NxT initiative focusing on cost reduction and supply-chain readiness to improve our competitiveness and facilitate our go-to-market and scale-up capacity. Over the coming months, Zwipe will complete verification and qualification. Commercial samples are planned for release mid-2020, at that stage mass production can start.”
The Zwipe Z5 chip will be sold as a single component and as part of Zwipe’s embedded system, the biometric inlay. Target customers are smart card and wearables manufacturers as well as original equipment manufacturers (OEMs) in the emerging biometric payment market and in other verticals.
The development of this component is partially funded through a EUR 2.3 million (NOK 23 million) grant from the European Commission as part of Horizon 2020.
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OSLO, NORWAY– 27 SEPTEMBER 2019 – Biometric technology company Zwipe has today delivered the first order of its second-generation biometric inlay to one of its card manufacturing customers. The order was for a few thousand units and generates revenue of approximately half a million NOK in the third quarter 2019.
“Zwipe’s biometric payment platform is the most widely live-tested solution in the marketplace and it has been progressively updated in terms of performance and cost. We are now starting to provide our second-generation biometric platform and inlay technology to our customers. We are supporting our customers toward achieving a mass-marketable roll-out of their biometric payment cards” says André Løvestam, CEO at Zwipe.
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Courbevoie, FRANCE and Oslo, NORWAY – 19 September 2019 – IDEMIA, the global leader in Augmented Identity and one of the world’s largest biometric payment card manufacturers, and Zwipe, a leading biometric technology company, have signed an exclusive partnership and distribution agreement that sees the two companies co-investing in the development of a disruptive biometric payment card platform. The companies’ shared vision is to enable mass volume market take-off and long-term growth for biometric payment cards, by bringing to market a technology platform that will significantly reduce the complexity and cost of the design and production process for biometric payment cards, enabling an accelerated path to mass volumes which will ultimately benefit the issuers and users of cards.
This result is achieved by drastically reducing the number of components, integrating in a single chip the functions that previously required a Secure Element, a Microcontroller, and more than thirty external components, all mounted on a flexible PCB (Printed Circuit Board). Cards incorporating this new technology will be in the market in H2 2020, with high volume deployment starting in 2021.
Speaking on the agreement, Amanda Gourbault, Executive Vice-President for Financial institutions activities at IDEMIA, declared: “this is a strategic, high profile project for IDEMIA. We are very excited about what this platform will enable in terms of market growth and the penetration of biometric payment cards. IDEMIA is delighted to partner with Zwipe, a company with a solid intellectual property portfolio and an expanding global customer network; we are confident that our new solution will command a leading position in the marketplace.”
Zwipe will have worldwide exclusive rights to provide this solution to manufacturers of payment cards, wearables and other payment solutions, and their suppliers, when the product becomes available. IDEMIA has ownership of this technology and will sell F.CODE to its Financial Institutions customers. Once again, by bringing the best of its technology and vision, IDEMIA is driving the growth of the biometric cards market.
Commenting on this major development, André Løvestam, CEO of Zwipe said “we are excited and proud to enter a significant partnership with IDEMIA, a prominent global industry leader. The platform represents a technological leap that will serve as a catalyst to enable full biometric payment card costs to come down significantly, driving mass volume market growth and complementing our current and future product portfolios. We look forward to bringing this platform to our customers to continue to shape the biometric payments industry.”
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OSLO, NORWAY– 17 SEPTEMBER 2019 – Biometric technology company Zwipe has been selected by Giesecke + Devrient (G+D) Mobile Security, one of the world’s largest mobile and digital security providers to develop a biometric payment device with a view to pilot this technology with leading banks.
Speaking on the partnership with Zwipe, Gabrielle Bugat, Group Senior Vice President and Head of Business Unit Financial Services at G+D Mobile Security, said “We have selected Zwipe because of their proven ability to integrate biometrics with payment functionalities into an extremely space and energy-constrained environment,” adding “we are confident that this joint effort will help establish new opportunities in the emerging biometric payments marketplace.”
Zwipe will provide the technical design and core components for integration into a wearable device with the digital security provider integrating the payment platform and personalising the product for use as a payment solution.
Commenting on this commercial effort, André Løvestam, CEO of Zwipe said “Our new customer, G+D is one of the world’s largest players in security solutions and we are excited to launch this collaboration.”
The joint development is commencing now, and the two parties plan to announce the start of any pilot when the product is ready for trials.
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BANGKOK, THAILAND – 11 SEPTEMBER 2019 – Biometric technology company Zwipe and dz card a global card solution provider and one of the largest card manufacturers in Southeast Asia, have signed a partnership to launch biometric payment solutions addressing the emerging needs of customers in Thailand and across Southeast Asia, as well as India and Africa.
Speaking on the engagement, Mr. Renaud ADAM – CEO of dz card said, “we have received requests from several large issuers seeking biometric payment cards and we are excited to partner with Zwipe, who is uniquely positioned to support our customers in introducing, optimizing and scaling up the issuance of this innovative product which makes contactless payment so much more secure.”
dz card will look to integrate Zwipe’s technology platform in bringing their biometric payment cards and other associated solutions to market, featuring Zwipe’s proprietary biometric payment platform and secure at-home enrolment offering.
Commenting on this latest customer acquisition André Løvestam, CEO of Zwipe said, “we are honored that dz card decided to join our growing customer base and we are confident that our unique and dedicated approach to support them in launching biometric payment cards will be a win for their customers, some of the largest financial institutions in Southeast Asia.”
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OSLO, NORWAY – 3 September 2019- Biometric technology company Zwipe will explore a potential listing on Nasdaq Stockholm's First North Growth Market. The timing of such a listing remains to be evaluated.
Commenting on this development, CEO of Zwipe André Løvestam said “the past several months has seen major stakeholders in the emerging biometric payment market invest in preparations for commercialization of biometric payment cards and accompanying offerings. This vote of confidence and positive outlook has enabled several new strategic opportunities for Zwipe that are currently being pursued. On this basis, the Board of Directors has concluded an intent to list on Nasdaq Stockholm's First North Growth Market”, adding “listing on Nasdaq First North Growth Market will take the company closer to the majority of its investors and open up a larger and more dynamic trading market for its shares.”
Please see Zwipe’s Interim Report January to June 2019 on the company’s website, www.zwipe.com for more information about the company’s status and outlook.
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Oslo, Norway - 3 September 2019
Biometric technology company Zwipe today announces its Interim Report January to June 2019:
First Half Year
Significant events during the period
Significant events after the period
CEO comment
André Løvestam, Chief Executive Officer at Zwipe, said “Zwipe had significant progress during the first half of 2019. During the period we added five new card manufacturing customers across the world, significantly broadening our customer base. At the same time, multiple pilots with existing customers, banks and payment networks, have provided strong results and given us unique insights as we progress towards commercial adoption of our offerings.
Over the course of this summer, accredited third-party labs used for validation by the major payment networks have confirmed that Zwipe’s platform is comfortably surpassing the biometric performance, security and interoperability requirements for certification to be awarded to card manufacturers.
During the first half of 2019 multiple card manufacturers have started the capital-intensive process of launching biometric payment card specific manufacturing lines, semiconductor providers have begun the development of dedicated offerings for this emerging market, and the entire value chain supporting these processes has started moving more aggressively.
This vote of confidence of the future prospects in biometric payment cards and wearables has opened up several new strategic opportunities for Zwipe; opportunities that we are now pursuing at full speed.
Based on this confirmation of Zwipe’s value proposition and long-term prospects, the Board of Directors has concluded an intent to list on Nasdaq Stockholm's First North Growth Market, thereby further accelerating and supporting the company's development.
I am confident that Zwipe is well positioned to unlock the exciting opportunities coming our way and I am looking forward to the next phase of our journey.”
Please find the full report attached or on the company’s website www.zwipe.com.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
OSLO, NORWAY – 28 October 2020 –
Reference is made to the stock exchange announcement from Zwipe AS ("Zwipe" or the "Company") dated 27 October 2020 with the preliminary results of the subsequent offering of up to one million new shares (the "Subsequent Offering"), each with a nominal value of NOK 0.10 and at a subscription price of NOK 15.00 (the "Offer Shares").
The subscription period for the Subsequent Offering expired on 27 October 2020 at 16:30 hours (CET). By the end of the subscription period, the Company had received valid subscriptions for 4,073,802 Offer Shares.
The board of directors of Zwipe has today resolved the allocation related to the Subsequent Offering in accordance with the allocation criteria presented in the prospectus dated 19 October 2020. A total of 740,736 Offer Shares were allocated based on subscription rights and a total of 259,264 Offer Shares were allocated based on over-subscriptions of 1,829, 982 new shares made by holders of subscription rights. No Offer Shares were allocated to subscriptions of 1,503,084 new shares made by investors without subscription rights.
Furthermore and in order to complete the Subsequent Offering, the board of directors has resolved the capital increase pertaining thereto, and hereunder resolved to increase the share capital with NOK 100,000 through issuing 1,000,000 new shares each with a nominal value of NOK 0.10 and at a subscription price of NOK 15 per share, giving gross proceeds of NOK 15 million. The resolution was made by the board of directors on basis of the authorization granted by the general meeting on 29 September 2020.
The following primary insiders or close associates of primary insiders have been allocated Offer Shares in the Share Issue.
The Company will on 29 October distribute allocation letters with payment information to all subscribers who have been allocated Offer Shares. The due date for payment is on or about 30 October 2020. Delivery of the Offer Shares is expected to take place on or about 6 November 2020, through the facilities of VPS and Euroclear. Trading in the Offer Shares on Merkur Market or Nasdaq First North Growth Market (as the case may be) is expected to commence on or about 6 November 2020. Arctic Securities AS acts as manager in the Subsequent Offering. Simonsen Vogt Wiig AS acts as Norwegian legal counsel to Zwipe and White & Case acts as Swedish legal counsel to Zwipe.
Zwipe AS is obliged to make this information public pursuant to the Continuing obligations of companies admitted to trading on Merkur Market and Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8 528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 16:50 CET on 28 October 2020.
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This release is issued for information purposes only, and this document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction. This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America. This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Company does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates. The Managers are acting for the Company in connection with the Private Placement and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release. This announcement and any materials distributed in connection with this announcement may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Zwipe's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
OSLO, NORWAY – 27 October 2020 –
(Oslo, 27 October 2020) Reference is made to the stock exchange announcement from Zwipe AS ("Zwipe" or the "Company") dated 20 October 2020 relating to the subsequent offering and listing of up to one million new shares in the Company, each with a nominal value of NOK 0.10 (the "Offer Shares"), at a subscription price of NOK 15.00 per Offer Share (the "Subscription Price") to be carried out by the Company (the "Subsequent Offering").
The subscription period for the Subsequent Offering expired today, 27 October 2020, at 16:30 hours (CET). At the expiry of the subscription period, the Company has received subscriptions for approximately 4.1 million Offer Shares from eligible shareholders in the Subsequent Offering and other investors and the Subsequent Offering has accordingly been significantly oversubscribed.
The allocation of the Offer Shares will be resolved by the board of directors in accordance with the allocation criteria set out in the prospectus dated 19 October 2020 section 5.8. The board of directors will consider the subscriptions and allocations of Offer Shares and resolve the capital increase pertaining to the Subsequent Offering on 28 October 2020. The final results of the Subsequent Offering will be published shortly thereafter. Letters regarding allocation of Offer Shares and the corresponding subscription amount to be paid by each eligible shareholder who has subscribed for Offer Shares in the Subsequent Offering will be distributed on or about 28 October 2020. The subscription amount for the Offer Shares is expected to fall due on or about 30 October 2020 as further described in the allocation letters.
Arctic Securities AS acts as manager in the Subsequent Offering. Simonsen Vogt Wiig AS acts as Norwegian legal counsel to Zwipe and White & Case Advokat AB acts as Swedish legal counsel to Zwipe.
Zwipe AS is obliged to make this information public pursuant to the Continuing obligations of companies admitted to trading on Merkur Market and Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8 528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 20:30 CET on 27 October 2020.
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This release is issued for information purposes only, and this document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction. This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America. This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Company does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates. The Managers are acting for the Company in connection with the Private Placement and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release. This announcement and any materials distributed in connection with this announcement may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Zwipe's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.
OSLO, NORWAY – 20 October 2020
During the third quarter, Zwipe has continued to strengthen its foundation for mass-volume roll out of biometric payment cards.
André Løvestam, CEO of Zwipe said:
“During the third quarter Zwipe has continued to take significant strides in cementing our position in the global payment ecosystem and towards commercialization.
We have maintained momentum in expanding our network of smart card manufacturing customers while also growing our capacity to support larger-scale deployment of our commercial offering in 2021. In addition to the new customers that have been announced, the strategic technical partnerships we have formed this quarter will be instrumental in preparing the biometric payment card industry for efficient scaling.
By implementing numerous cross-industry commercial collaborations we are creating an offering that sets us apart. Zwipe’s objective is to deliver a solution that offers both technology and cost leadership to our smart card manufacturing customers. In addition, we also advise card issuers on how to simplify the value proposition of biometric payment solutions by supporting the entire process of launching a new biometric payment product. This approach further raises the attractiveness of our offering and elevates our position as a trusted advisor and enabler.
This market position has also generated strong support from international institutional investors, translating into a successful private placement carried out during the period. We raised gross MNOK 96, funding the company through commercial launches in 2021 and beyond. The chairman of the Board participated in the private placement with MNOK 5, and since his purchase was subject to approval by the extraordinary general meeting, this was registered in October. The general meeting also enabled us to initiate the process for the repair issue of up to 1,000,000 new shares to be held in October, as announced today, October 20th.
After the period we entered a commercial partnership with TietoEVRY, which marks a significant milestone for Zwipe. Thanks to TietoEVRY’s deep relations with virtually all banks in the Nordics and Baltics, we see strong potential in supporting the launch of biometric payment cards powered by Zwipe Pay ONE in this region and beyond, meaningfully increasing our sales capacity and impact. The fact that TietoEVRY is now actively going after the biometric payment card market with Zwipe is a further validation of our belief in the market to come and that Zwipe will have a major role and position in that market.
With these exciting developments pushing Zwipe forward we are further strengthening our team to be ready to serve a mass-volume market. Consequently, we have completed several key recruitments within quality management, project management, certification, sales, and product management. In addition, as we are seeing that our pull strategy and professional service offerings receive strong interest from our customers and partners, we are bringing in additional resources that will anchor this emerging business vertical for Zwipe. With a passionate, ever stronger team moving together towards our goal, and with institutional investors backing our vision, I am confident that we will keep this momentum while we continue to enhance our ability to create value for our customers, our shareholders, and for society at large.”
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Zwipe AS is obliged to make this information public pursuant to the Continuing obligations of companies admitted to trading on Merkur Market, Nasdaq First North Growth Market and the EU Market Abuse Regulation. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8 528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 08:00 CET on 20 October 2020.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
OSLO, NORWAY – 20 October 2020 –
Reference is made to the stock exchange announcement by Zwipe AS ("Zwipe" or the "Company") on 7 September 2020, regarding the successfully completed private placement with gross proceeds of approximately NOK 96 million (the "Private Placement"). In the said release, the board of directors of the Company (the "Board") announced that it intended to carry out a subsequent offering of up to 1,000,000 new shares (the "Offer Shares" and the "Subsequent Offering") towards shareholders of the Company who was not allocated shares in the Private Placement, provided that an extraordinary general meeting to be convened without delay made a new authorization to the Board to issue shares to strengthen the Company's equity. Such authorization was provided to the Board by the extraordinary general meeting on 29 September 2020. On this basis, the Board has now decided to proceed with the Subsequent Offering.
In the Subsequent Offering, Eligible Shareholders, being shareholders of the Company as of 7 September 2020, and consequently registered in the Company's shareholders' registers in VPS or Euroclear Sweden AB ("Euroclear") on 9 September 2020 (the "Record Date"), will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares at the Subscription Price (as defined below). Exceptions to the above are existing shareholders who (i) were allocated shares in the Private Placement and/or (ii) are resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway and Sweden, would require any filing, registration or similar action.
The subscription period in the Subsequent Offering commences today, on 20 October 2020 at 09:00 hours (CEST) and will end on 27 October 2020 at 16:30 hours (CET) (the "Subscription Period"). The subscription price in the Subsequent Offering is NOK 15.00 per Offer Share (the "Subscription Price"), which is equal to the subscription price in the Private Placement.
Eligible Shareholders will be granted 0.04366 Subscription Rights for each share in the Company registered as held by such Eligible Shareholder on the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price, subject to applicable securities laws. Over-subscription and subscription without Subscription Rights is permitted, and over-subscriptions made by holders of Subscription Rights will in the allocation be prioritized before subscriptions made by holders without Subscription Rights, cf. the details on the allocation in the Prospectus (as defined below) section 5.8 "Allocation of Offer Shares".
In order to subscribe for shares, Eligible Shareholders must provide the Manager (as defined below) with a complete and duly signed application form within the end of the Subscription Period. Applications for Offer Shares by investors in Norway should be made using the application form attached to the Prospectus, while investors in Sweden should use the application form for the Swedish market made available in a separate document on the same websites as the Prospectus (www.zwipe.com and www.arctic.com/offerings). Norwegian citizens may also subscribe through the VPS online system. Further instructions regarding the subscription procedure is available in the Prospectus (as defined below) section 5.7 "Application procedures". The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period on 27 October 2020 at 16:30 hours (CET). Subscription Rights that are not used to subscribe for Offer Shares before 16:30 hours (CET) on 27 October 2020 will have no value and will lapse without compensation to the holder.
Completion of the Subsequent Offering is subject to (i) the Board resolving the Subsequent Offering and allocating the Offer Shares, and (ii) registration of the capital increase pertaining to the Subsequent Offering with the Norwegian Register of Business Enterprises.
Notifications of allocation in the Subsequent Offering are expected to be issued on or about 28 October 2020. The due date for payment of allocated Offer Shares is on or about 30 October 2020. Delivery of the Offer Shares is expected to take place on or about 6 November 2020, through the facilities of VPS and Euroclear. Trading in the Offer Shares on Merkur Market or Nasdaq First North Growth Market (as the case may be) is expected to commence on or about 6 November 2020.
A prospectus dated 19 October 2020 (the "Prospectus") prepared in connection with the Subsequent Offering will be available electronically at www.zwipe.com and www.arctic.com/offerings, or by contacting Arctic Securities AS. Please also find the Prospectus attached hereto. The Prospectus has been approved by the Financial Supervisory Authority of Norway and border-crossed to Finansinspektionen in Sweden for use in the Swedish market.
Arctic Securities AS acts as manager in the Subsequent Offering (the "Manager"). Advokatfirmaet Simonsen Vogt Wiig AS acts as Norwegian legal counsel to Zwipe and White & Case Advokat AB acts as Swedish legal counsel to Zwipe.
Zwipe AS is obliged to make this information public pursuant to the Continuing obligations of companies admitted to trading on Merkur Market and Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8 528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 07:55 CET on 20 October 2020.
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This release is issued for information purposes only, and does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Manager is acting for the Company and no one else in connection with the Subsequent Offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Subsequent Offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
OSLO, NORWAY – 19 October 2020 – Zwipe, a leading biometric fintech company, is pleased to confirm, following significant market traction recently, that it has today placed an order for 300,000 units of IDX3405 next generation fingerprint sensors from IDEX Biometrics, a leading provider of fingerprint identification technologies. The sensors will support the rollout of Zwipe Pay ONE to a growing list of smart card manufacturers and issuers in Europe, the Middle East, the Americas and Asia.
In April this year, Zwipe announced that it has selected IDEX as its preferred sensor partner for Zwipe Pay ONE biometric payment card solution. The selection was based on comprehensive evaluations of performance and costs.
The Zwipe Pay ONE solution with IDEX’s next generation fingerprint sensor will be released for customer pilots in the fourth quarter of 2020 followed by mass-volume deployment in 2021.
“Zwipe has a fast-growing global customer network of smart card manufacturers and service providers that have selected Zwipe Pay ONE. Our pipeline of prospective customers and partners grows even faster. We are excited about the strong interest that Zwipe Pay ONE has attracted so far. Working with strategic suppliers such as IDEX we are confident that Zwipe Pay ONE will be the one of the best and most cost-efficient offerings in the market,” said André Løvestam, CEO of Zwipe.
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About IDEX Biometrics ASA
IDEX Biometrics ASA (OSE: IDEX and OTCQB: IDXAF) is a leading provider of fingerprint identification technologies offering simple, secure and personal authentication for all. We help people make payments, prove their identity, gain access to information, unlock devices or gain admittance to buildings with the touch of a finger. We invent, engineer, and commercialize these secure, yet incredibly user-friendly solutions. Our total addressable market represents a fast growing multi-billion-unit opportunity.
For further information contact:
Marianne Bøe, Investor Relations
E-mail: marianne.boe@IDEXbiometrics.com
Tel: + 47 918 00186
OSLO, NORWAY – October 15, 2020 – Biometric fintech company Zwipe and Inkript, a digital security provider in the Middle East and Africa (MEA) region and a subsidiary of Resource Group, announce that they have launched a joint project to deliver the next generation contactless payments experience, Zwipe Pay ONE, to banks across the Middle East.
“Since we announced our partnership with Zwipe, and as a result of the surge in contactless payments, our customers are increasingly demanding safer and more secure payment options; more so today with the impact of the global COVID-19 pandemic on people’s actions towards the nature of cash. It is undoubtedly that security, convenience and contactless are the future of payments, and banks are ready to dive into new technologies that support consumers’ changing behaviors towards money, hygiene, comfort, and overall wellbeing”, says Riad Itani, Managing Director at Inkript.
He added: “Biometric payment cards powered by the Zwipe Pay ONE platform are the most compelling way to address this demand, in terms of both performance and cost. We are enthusiastic to take this next step with Zwipe.”
Inkript has placed an order to Zwipe, commencing small scale manufacturing of biometric payment cards based on the Zwipe Pay ONE platform with the goal of launching pilots, followed by mass-volume deployments with multiple banks in 2021.
“Inkript is a distinguished provider of smartcards and value-added services to some of the largest banks in the MEA. We are excited and proud that Inkript has selected Zwipe Pay ONE as its preferred biometric payment card platform and are now taking action together with us to provide secure payments solutions in the Middle East region,” says André Løvestam, CEO of Zwipe.
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About Inkript
Inkript is a digital security solutions provider catering to governments, telecom operators and financial institutions in the MEA region. The company’s growth is driven by an extensive R&D and continuous investments in emerging technologies. Inkript is distinguished by its state-of-the-art factories, technology competence centers, customized integrated solutions and international certifications covering processes, quality and security.
Media Contact for Inkript: Ms. Ghina Ramadan, +9611412000 ext. 2931, gramadan@resource.group
OSLO, NORWAY– 14 OCTOBER 2020 – Biometric fintech company, Zwipe, and areeba, one of the Middle East’s leading financial technology companies and payment service provider, are partnering to bring Zwipe Pay ONE enabled biometric payment solutions to banks across the Middle East and North African markets. Zwipe Pay ONE will be a market leading solution since it will combine a disruptive single chip secure element and a next generation sensor with a fingerprint registration process supported by a mobile app.
areeba and Zwipe have a long-standing collaboration, launching the first biometric payment card pilots in the Middle East and winning the Seamless Award for Best Technological Innovation in Payments for that joint project.
“We are happy to take this next big step with Zwipe, a well-known brand in biometric payments. Their disruptive Zwipe Pay ONE platform and 100% focus on biometric payment solutions complements our strong relations and end-to-end payments offering to banks and merchants across the region. We pride ourselves on being innovators and, together with Zwipe, we will give banks a new perspective on how to drive deeper customer engagement and acquisition by offering safer and more secure payments,” says Maher Mikati, CEO at areeba.
As part of this collaboration areeba has agreed to work exclusively with Zwipe in delivering biometric payment solutions including the Zwipe Experience services to help its banking customers through all stages, from early trial stage to mass market rollout.
“We are proud that areeba has now decided to roll-out biometric payments and selected Zwipe Pay ONE as its platform for doing so. We have worked closely together to introduce and strengthen the business case of biometric payments in the region and we are happy to see the market moving towards larger scale adoption,” says André Løvestam, CEO of Zwipe.
The two companies have engaged multiple smart card manufacturing partners to support the volume deployment of biometric payments, expected to start in 2021 and grow exponentially over the following years.
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This is information that Zwipe AS is obliged to make public pursuant to the Continuing obligations of companies admitted to trading on Oslo Børs Merkur Market, Nasdaq First North Growth Market and the EU Market Abuse Regulation. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 14:45 CET 14 October 2020.
About areeba
areeba is an electronic payment technology company licensed by Visa and MasterCard and has an agreement with American Express. 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
OSLO, NORWAY AND HELSINKI, FINLAND – 08 OCTOBER 2020 – Biometric fintech Zwipe and TietoEVRY, the leading provider of software and digital banking services in the Nordics, have agreed to jointly roll-out biometric payment solutions based on the Zwipe Pay ONE platform.
With the recent surge in demand for safer and more secure payments, TietoEVRY is embracing biometric payment innovations that enable more hygienic, secure and convenient payments for consumers.
“We are excited to roll-out the Zwipe Pay ONE platform in close collaboration with Zwipe, a pioneer and innovator in biometric payments. We selected Zwipe as the most interesting partner for mass market deployment. Together, we will support banks to roll-out biometric payment cards and wearables at scale. From recent discussions with issuers, we already see broad interest for such innovations. Clearly, now is the time to take action,” says Jarmo Rouhiainen, Head of TietoEVRY Card Production and Personalization Services.
As part of this commercial agreement, Zwipe will provide TietoEVRY with technical support towards biometric payment card integration, enrollment solutions, and a complete end-to-end advisory offering aimed at helping banks successfully deploy biometric payment solutions. TietoEVRY will source their Zwipe Pay ONE-based cards through their network of card manufacturers.
“Partnering with TietoEVRY is a significant milestone for Zwipe. TietoEVRY’s deep relations with a large number of banks in the Nordics, Baltics and beyond will be a strategic complement to Zwipe’s technology leadership, accelerating the deployment of next generation contactless payments. Partnering closely with one of Europe’s strongest players in payment services, we are further showcasing the value-add we deliver to the ecosystem,” says André Løvestam, CEO of Zwipe.
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This is information that Zwipe AS is obliged to make public pursuant to the Continuing obligations of companies admitted to trading on Oslo Børs Merkur Market, Nasdaq First North Growth Market and the EU Market Abuse Regulation. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 12:00 CET on 8 October 2020.
OSLO, NORWAY– 29 September 2020 – The Extraordinary General Meeting in Zwipe AS (Company) was held today. All proposed resolutions were approved unanimously in accordance with the call for the meeting. The minutes of the Extraordinary General Meeting are included as an attachment. The complete proposal, which was approved by the Extraordinary General Meeting, is available on www.zwipe.com for further reference. The attendants of the EGM represented 10,2% of the votes in the company.
The following resolutions were made:
Approval of capital increase directed against the chair of the Board
The general meeting resolved to approve the board's use of the authorization to increase the share capital to strengthen the Company's equity to issue and allocate 333,333 shares to the chair of the board of directors in the board meeting on 7 September 2020 on the terms that were stated in the company’s announcement on 7 September 2020.
Board authorizations and instructions to the Board regarding use of the authorization to issue shares to increase the company's equity
The Board proposed that a new authorization for the Board on capital increases are issued, to cater for strengthening of the Company's equity, including to facilitate for a potential repair issue (extract, please refer to the attachment to the notice for the complete proposal).
The Extraordinary General Meeting resolved to approve that the General Meeting granted a new authorization to the Board to issue shares corresponding to up to 10% of the share capital after both the capital increases under the Private Placement have been completed. The new authorization shall be restricted to issue shares to strengthen the Company's equity to the extent the Board considers this to be in the Company's best interest at the given time.
The authorization shall remain in force until the end of the annual general meeting 2021, however not beyond 30 June 2021. The pre-emptive right of the shareholders to subscribe may be set aside.
Resolution to amend the provision in the articles of association on notice period for the general meeting
The general meeting resolved to amend article 10 of the articles of association so that the notice period to the general meeting (ordinary and extraordinary) is 7 days.
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This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Oslo Børs Merkur Market and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0)8528 00 399. The information was submitted for publication, through the agency of the contact person set out below, on 29 September, 2020 at 13:30 CEST
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards and wearables that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 528 00 399
For more information contact: Lars Kristian Solheim, CFO, +47 991 66 135 ir@zwipe.com
