NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IN WHOLE OR IN PART WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN ZWIPE AS. SEE THE "IMPORTANT INFORMATION" SECTION BELOW
OSLO, NORWAY – 6 MARCH 2023 - Reference is made to previous stock exchange announcements from Zwipe AS (the "Company" or "Zwipe") regarding a fully guaranteed rights issue of 20,862,047 new shares in the Company (the "Offer Shares"), raising gross proceeds of NOK 100,137,825,60 (the "Rights Issue").
The subscription period in the Rights Issue starts today, 6 March 2023, at 09:00 hours (CET). Certain information about the Rights Issue is set out below. The complete terms and conditions of the Rights Issue are set out in the Prospectus (as defined below).
Erik Penser Bank AB is acting as manager in the Rights Issue (the "Manager").
Allocation and grant of subscription rights
The shareholders of the Company as of 27 February 2023 and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository ("VPS") or in Euroclear Sweden AB through the arrangement with SIX SIS AG ("Euroclear") as at the expiry of 1 March 2023 (the "Record Date", the "Existing Shareholders" and "Existing Share(s)") will be granted transferable subscription rights in the Rights Issue (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for, and be allocated, Offer Shares at a subscription price of NOK 4.80 each (the "Subscription Price").
Each Existing Shareholder has been granted one (1) Subscription Right for each Existing Share registered as held by the Existing Shareholder in VPS or in Euroclear at the Record Date. The Subscription Rights have been distributed free of charge to the Existing Shareholders.
Nine (9) Subscription Rights will, subject to applicable law, give the right to subscribe for, and be allocated, five (5) Offer Shares in the Rights Issue.
The grant or purchase of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway or Sweden, may be affected by laws of the relevant jurisdiction. For more information regarding restrictions in relation to the Rights Issue, see Section 16 "Selling and Transfer Restrictions" in the prospectus prepared by the Company and dated 1 March 2023 (the "Prospectus"). The Prospectus is, subject to applicable local securities laws, available at the websites of the Company (https://www.zwipe.com/investors/reports) and the Manager (https://www.penser.se/corporate-finance/#pagaende-uppdrag).
Subscription period
The subscription period will commence on 6 March 2023 at 09:00 hours (CET) and end on 20 March 2023 at 16:30 hours (CET) (the "Subscription Period"). The Subscription Period may not be shortened, but the Company's board of directors (the "Board") may extend the Subscription Period and, if so required by the EU Prospectus Regulation, make public a supplement to the Prospectus.
Subscription Rights
The Subscription Rights in the Rights Issue will be tradeable on Euronext Growth Oslo under the ticker code "ZWIPT" and on Nasdaq First North Growth Market under the ticker code "ZWIPE TR" from 6 March 2023 at 09:00 hours (CET) until close of trading on Euronext Growth Oslo (at 16:30 hours CET) and on Nasdaq First North Growth Market (at 17:30 hours CET), respectively, on 14 March 2023.
Persons intending to trade in Subscription Rights should be aware that trading in, and exercise of, Subscription Rights by holders who are located in jurisdictions outside of Norway or Sweden may be restricted or prohibited by applicable securities laws. See Section 16 "Selling and Transfer Restrictions" in the Prospectus for further information.
Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period on 20 March 2023 at 16:30 hours (CET) or sold before 14 March at 16:30 hours (CET) will have no value and will lapse without compensation to the holder.
The Subscription Rights are expected to have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company, as further detailed in Section 5.22 "Dilution" of the Prospectus.
Subscription Price
The Subscription Price is NOK 4.80 per Offer Share.
Subscription procedures
Subscription procedures for subscribers with a VPS account
Subscriptions for Offer Shares by subscribers with a VPS account must be made by submitting a correctly completed subscription form ("Subscription Form") to DNB Bank ASA, Registrar's Department (the "VPS Registrar") during the Subscription Period, or may, for subscribers who are residents of Norway with a Norwegian personal identification number (Nw. fødselsnummer), be made online as further described below.
Correctly completed Subscription Forms must be received by the VPS Registrar at the following address: Dronning Eufemias gate 30, P.O. Box 1600 Sentrum, N-0021 Oslo, Norway, or e-mail address: retail@dnb.no , or in the case of online subscriptions be registered, no later than 16:30 hours (CET) on 20 March 2023.
Subscribers who are residents of Norway with a Norwegian personal identification number are encouraged to subscribe for Offer Shares through the VPS online subscription system (or by following the link on https://www.zwipe.com/investors/reports, which will redirect the subscriber to the VPS online subscription system). All online subscribers must verify that they are Norwegian residents by entering their national identity number. In addition, the VPS online subscription system is only available for individual persons and is not available for legal entities. Legal entities must, thus, submit a Subscription Form in order to subscribe for Offer Shares. Subscriptions made through the VPS online subscription system must be duly registered before the expiry of the Subscription Period.
Subscribers that are not able to use the VPS online subscription system must submit a correctly completed Subscription Form to the VPS Registrar during the Subscription Period. The Subscription Form is attached to the Prospectus.
Subscription procedures for the Swedish market
Subscriptions for Offer Shares by holders of Subscription Rights through Euroclear must be made pursuant to the instructions they receive from either Euroclear or the holders' bank or financial intermediary during the Subscription Period.
The underwriting and subscription commitments
The gross proceeds of the Rights Issue have been fully guaranteed by certain pre-committed shareholders (the "Pre-Committed Shareholders") and certain underwriting shareholders (the "Underwriters") in underwriting agreements dated 22 November 2022 (the "Underwriting Agreements" and the "Underwriting"). The Underwriters have, on a firm commitment basis, undertaken, severally and not jointly, and otherwise on the terms and conditions set out in the Underwriting Agreements to underwrite the Rights Issue for a total underwriting amount of NOK 65,612,198.40, i.e. for all the Offer Shares less an amount of NOK 34,525,627.20 being covered by subscription commitments from the Pre-Committed Shareholders.
Pursuant to the Underwriting Agreements, each Underwriter will receive an underwriting fee of 14% of their respective underwritten amount.
The Underwriting will expire in the event that the relevant Underwriter is not notified of any allocation under the Underwriting Agreement within 30 April 2023.
See Section 5.23 "The Underwriting and Subscription Commitments" in the Prospectus for further information about the Underwriters and the Pre-committed Shareholders.
Conditions for completion of the Rights Issue
The completion of the Rights Issue is subject to the Underwriting Agreements remaining in full force and effect if required in order to raise the gross proceeds.
If it becomes clear to the Board that the entire gross proceeds of the Rights Issue will not be raised, for instance due to the Company not having received the aggregate subscription amount for the Offer Shares, the Rights Issue will be withdrawn. The Board may choose to delay completion of the Rights Issue if part of the subscription amount is not received by the Company on time.
If the Rights Issue is withdrawn, all Subscription Rights will lapse without value, any subscriptions for, and allocations of, Offer Shares that have been made will be disregarded and any payments for Offer Shares made will be returned to the subscribers without interest or any other compensation. The lapsing of Subscription Rights will be without prejudice to the validity of any trades in Subscription Rights, and investors will not receive any refund or compensation in respect of Subscription Rights having been purchased in the market.
See section 5.5 "Completion of the Rights Issue" in the Prospectus for further information about the completion of the Rights Issue.
Financial intermediaries
All persons or entities holding Existing Shares or Subscription Rights through financial intermediaries (e.g., brokers, custodians and nominees) should read Section 5.12 "Financial intermediaries" in the Prospectus. All questions concerning the timeliness, validity and form of instructions to a financial intermediary in relation to the exercise of Subscription Rights should be determined by the financial intermediary in accordance with its usual customer relations procedure or as it otherwise notifies each beneficial shareholder.
Allocation of Offer Shares – listing and commencement of trading in the Offer Shares
Following expiry of the Subscription Period, the Offer Shares will be allocated to subscribers in accordance with the allocation principles described in Section 5.14 "Allocation of the Offer Shares" in the Prospectus. Payment for allocated Offer Shares falls due on or about 24 March 2023.
Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 28 March 2023. Under the same conditions, allocated Offer Shares are expected to be delivered on or about 29 March 2023 through the facilities of VPS and on or about 31 March 2023 through the facilities of Euroclear. Trading in the Offer Shares on Euronext Growth Oslo is expected to commence on or about 28 March 2023 and on Nasdaq First North Growth Market on or about 31 March 2023.
#######
This information is published in accordance with the requirements of the Continuing Obligations set out in Euronext Growth Rule Book Part II for Euronext Growth Oslo.
#######
For further information, please contact:
Danielle Glenn, CFO and Head of IR
E-mail: ir@zwipe.com
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
IMPORTANT INFORMATION
The information in this press release neither contains nor constitutes an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Zwipe. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Norway and Sweden. The invitation to interested persons to subscribe for shares in Zwipe will only take place through the Prospectus published by Zwipe on 3 March 2023. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned Prospectus.
The information contained in this press release may not be disclosed, published or distributed, directly or indirectly, within or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, Russia, Belarus or any other jurisdiction where such action would be illegal, subject to legal restrictions or require measures other than those that follow from Norwegian and Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation. No shares or other securities of Zwipe have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933 from time to time ("Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and pursuant to the securities laws of the relevant state or other jurisdiction in the United States. This communication is distributed to and directed solely to persons in the United Kingdom who are (i) professional investors falling within the scope of Article 19(5) of the U.K. from time to time in force; Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("the Order") or (ii) high net worth subjects and other persons to whom this notice may lawfully be addressed, who are subject to Article 49(2)(a)-(d) ) in the Order (all such persons are collectively referred to as "Relevant Persons"). Persons who are not Relevant Persons may not act on or rely on the information in this communication. An investment or investment measure referred to in this communication is only possible for Relevant Persons and will only be completed with Relevant Persons. Persons who disseminate this communication must themselves ensure that such dissemination is permitted.
Forward-looking statements
This press release contains forward-looking statements that refer to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the inclusion of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should" "could" and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are accurate. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from what appears in the forward-looking statements.
Such risks, uncertainties, contingencies, and other material factors may cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Euronext Growth Oslo's or Nasdaq First North Growth Markets' regulations for issuers.
OSLO, NORWAY – 3 MARCH 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 15 February 2023 regarding the approval by the Company's extraordinary general meeting of a fully guaranteed rights issue of 20,862,047 new shares in the Company, at a subscription price of NOK 4.80 per new share, raising gross proceeds of NOK 100,137,825.60 (the "Rights Issue") with transferable preferential rights to subscribe for, and be allocated, the new shares in the Rights Issue (the "Subscription Rights") by the Company's shareholders as of 27 February 2023 (and being registered as such in the VPS or in Euroclear as at the expiry of 1 March 2023).
Please see the attached notifications of trade for information regarding the primary insiders' and their close associates' receipt of Subscription Rights in the Rights Issue.
#######
This information is subject to the disclosure requirements in article 19 of the Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
For further information, please contact:
Danielle Glenn, CFO and Head of IR
E-mail: ir@zwipe.com
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IN WHOLE OR IN PART WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN ZWIPE AS. SEE THE "IMPORTANT INFORMATION" SECTION BELOW
OSLO, NORWAY – 1 MARCH 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 15 February 2023 regarding the approval by the Company's extraordinary general meeting of a fully guaranteed rights issue of 20,862,047 new shares in the Company, at a subscription price of NOK 4.80 per new share, raising gross proceeds of NOK 100,137,825.60 (the "Rights Issue").
The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today, on 1 March 2023, approved a prospectus prepared by the Company in connection with the Rights Issue (the "Prospectus"). The Prospectus is expected to be passported to Sweden tomorrow, on 2 March 2023. Subject to applicable local securities laws, the Prospectus will be made available at the Company's website (https://www.zwipe.com/investors/reports) and the website of Erik Penser Bank (https://www.penser.se/corporate-finance/#pagaende-uppdrag) during the course of 3 March 2023. Physical copies of the prospectus may be obtained free of charge at the Company's offices at Rådhusgata 24, NO-0151 Oslo, Norway by contacting the Company.
The subscription period for the Rights Issue will, subject to it being passported to Sweden and published, commence on 6 March 2023 at 09:00 hours CET and expire on 20 March 2023 at 16:30 hours CET. Subject to the commencement of the subscription period as indicated in the foregoing, the subscription rights in the Rights Issue will be tradeable on Euronext Growth Oslo under the ticker code "ZWIPT" and on Nasdaq First North Growth Market under the ticker code "ZWIPE TR" from 6 March 2023 at 09:00 hours CET until close of trading on Euronext Growth Oslo (at 16:30 hours CET) and on Nasdaq First North Growth Market (at 17:30 hours CET), respectively, on 14 March 2023.
########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 20:50 CET on 1 March 2023.
#######
For further information, please contact:
Danielle Glenn, CFO and Head of IR
Tel: +47 909 98 201 and e-mail: ir@zwipe.com
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
IMPORTANT INFORMATION
The information in this press release neither contains nor constitutes an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Zwipe. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Norway and Sweden. The invitation to interested persons to subscribe for shares in Zwipe will only take place through the prospectus that Zwipe expects to be able to publish around 3 March 2023. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned Prospectus.
The information contained in this press release may not be disclosed, published or distributed, directly or indirectly, within or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, Russia, Belarus or any other jurisdiction where such action would be illegal, subject to legal restrictions or require measures other than those that follow from Norwegian and Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation. No shares or other securities of Zwipe have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933 from time to time ("Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and pursuant to the securities laws of the relevant state or other jurisdiction in the United States. This communication is distributed to and directed solely to persons in the United Kingdom who are (i) professional investors falling within the scope of Article 19(5) of the U.K. from time to time in force; Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("the Order") or (ii) high net worth subjects and other persons to whom this notice may lawfully be addressed, who are subject to Article 49(2)(a)-(d) ) in the Order (all such persons are collectively referred to as "Relevant Persons"). Persons who are not Relevant Persons may not act on or rely on the information in this communication. An investment or investment measure referred to in this communication is only possible for Relevant Persons and will only be completed with Relevant Persons. Persons who disseminate this communication must themselves ensure that such dissemination is permitted.
Forward-looking statements
This press release contains forward-looking statements that refer to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the inclusion of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should" "could" and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are accurate. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from what appears in the forward-looking statements.
Such risks, uncertainties, contingencies, and other material factors may cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to
reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Nasdaq First North Growth Markets' regulations for issuers.
OSLO, NORWAY and JAKARTA, INDONESIA - 1 March 2023 – Wahyukartu, one of Indonesia’s leading smart card manufacturers is partnering with Zwipe to deliver biometric payment cards in Indonesia. Wahyukartu is the country's largest smartcard manufacturer in the identity market as well as the largest personalization bureau in the banking sector.
As part of this collaboration, Zwipe and Wahyukartu will jointly pursue business opportunities for biometric cards in the smart cards market.
Speaking on the partnership Ruddy Hartanto, Founder of Wahyukartu said “Our products have served the Indonesian market for more than 30 years. As a leading smart card provider in Indonesia, we have successfully partnered with many local and international brands. Our partnership with Zwipe will deploy biometric cards technology to ensure the highest standards in security for our customers.”
Zwipe will provide technology and expertise to enable Wahyukartu to manufacture and personalize biometric payment cards using theZwipe platform.
“We are pleased that Wahyukartu is partnering with Zwipe which will help bring biometric payment cards to Indonesia. With Wahyukartu’s strong and diverse customer presence, this collaboration strengthens Zwipe’s position in the APAC market. Zwipe’s expertise and leadership on biometric payment cards platform will enable Wahyukartu to deliver innovative, secure and convenient payment cards to their customers,” said Robert Puskaric, CEO of Zwipe.
About Wahyukartu
Founded in 1991, Wahyukartu is Indonesia’s biggest and first card manufacturer that is completely certified in Indonesia to have ISO, Visa, Mastercard, JCB, NSI, and personalization bureau card certifications. We offer the best quality cards by applying state-of-the-art technology, appointing well-trained human resources and utilizing the best materials available in our printing process to meet customer requirements.
To learn more, visit wahyukartu.com
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries & cultures to make convenience safe & secure. We are pioneering next-generation biometric card technology for both payment and physical & logical access control and ID solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit zwipe.com
Issuer name: Zwipe AS
Ex. date: 28 February 2023
Type of corporate action: Rights issue
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY – 27 February 2023 - Reference is made to the fully guaranteed rights issue in Zwipe AS (the "Company"), raising gross proceeds of approximately NOK 100 million as approved by the Company's general meeting (the "Rights Issue"). The information below updates the key information relating to the Rights Issue announced by the Company on 22 November 2022.
Date on which the terms and conditions of the preferential rights issue were announced: 22 November 2022
Last day including right: 27 February 2023
Ex-date: 28 February 2023
Record Date: 1 March 2023
Date of approval: 2 December 2022 and 15 February 2023, respectively
Number of new shares: 20,862,047
Subscription price: NOK 4.80
Ratio subscription rights: Each existing shareholder as of 27 February 2023 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the VPS) as at the expiry of 1 March 2023 (the record date)) will be granted one (1) subscription right for each share registered as held by the shareholder on the record date.
Subscription ratio: Nine (9) subscription rights will give the holder the right to subscribe for five (5) new shares (i.e. the holding of less than 9 subscription rights will not give the holder the right to subscribe for any new shares).
Manager: Erik Penser Bank AB
Will the subscription rights be listed – yes/no: Yes, subject to a prospectus for the Rights Issue (the "Prospectus") being approved by the Norwegian Financial Supervisory of Norway (the "NFSA") and published, the subscription rights will be admitted to trading on Euronext Growth Oslo. The subscription rights will be admitted to trading on Nasdaq First North Growth Market once the Prospectus approved by the NFSA is passported to Sweden and published.
ISIN for the subscription rights: The subscription rights to be listed on Euronext Growth Oslo will have ISIN NO 001 2818048 and ticker "ZWIPT" and the subscription rights to be listed on Nasdaq First North Growth Market will have ISIN SE 001 9891334 and ticker "ZWIPE TR".
Other information: The Rights Issue is fully guaranteed through a combination of subscription commitments and underwriting commitments. The underwriting commitments will expire in the event that the relevant underwriters are not notified of any allocation under the underwriting agreements within 30 April 2023. Subject to the approval by the NFSA, passporting to Sweden and publication of the Prospectus, the subscription period for the Rights Issue will commence on 6 March 2023 at 09:00 hours (CET) and end on 20 March 2023 at 16:30 hours (CET) and the subscription rights in the Rights Issue will be tradable from and including 09:00 hours (CET) on 6 March 2023 to 16:30 hours (CET) on 14 March 2023. Any changes in the dates included in this release will be communicated to the market by the Company.
This information is published in accordance with the requirements of the Continuing Obligations set out in Euronext Growth Rule Book Part II for Euronext Growth Oslo.
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
NEW ORLEANS, LOUISIANA and OSLO, NORWAY – 22 February 2023 – Civix, in partnership with Zwipe, is performing a new biometric technology Proof-of-Concept (POC) initiative at Richmond International Airport (RIC), a TSA-approved Airport Innovation Forum member in the USA.
Civix leverages Zwipe technology to power biometric smart cards for access control. The Civix ASC Access Cards use built-in fingerprint sensors to check the legitimacy of cardholders at points of entry. The cards are fully compatible with NFC card readers, so airports can use them to implement two-factor authentication without upgrading the existing hardware. The solution is also contactless, a priority for high-traffic facilities, like airports, in light of COVID-19.
National Safe Skies Alliance, Inc. (Safe Skies) is a non-profit organization that works with airports, government, and related industries to maintain a safe and effective aviation security system. Since 1997, they have been a trusted resource for decision makers seeking impartial information on airport security technology and procedures. The Federal Aviation Administration (FAA) provides funding for their programs and in this case, Safe Skies is performing testing as part of its Airport Security System Integrated Support Testing (ASSIST) program.
“We’re pleased to have Safe Skies involved in third-party testing of the ASC Access biometric card solution in a real-world airport environment at the Richmond Airport” said Tim Walsh, President of Civix Airports. "We’re grateful to have Zwipe on-board with their secure platform and access control technology."
Airports today need scalable and robust solutions that are secure, user-friendly, and cost-effective to deploy. Zwipe is part of the next generation of access control solutions that are non-duplicable, therefore improving security and eliminating the risk of stolen or borrowed access cards being used.
Robert Puskaric, President & CEO of Zwipe says, “We are extremely proud to be working with Safe Skies as part of this innovative Proof-of-Concept with Civix, a leading provider of solutions that are improving security at American airports.”
###
About CIVIX
Built on decades of experience and a deep understanding of airport processes, Civix provides industry-leading solutions for managing airport operations, finance, and security. Our modular technology automates data sharing and seamlessly connects airport activities – improving oversight, revenue, and compliance. Our experts have worked in every facet of airport management, and Civix is a trusted partner to the FAA, state aeronautics departments, and over 100 airports worldwide. To learn more, please visit www.gocivix.com
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card technology for both payment and physical and logical access control and ID solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway with a global presence. To learn more, please visit www.zwipe.com
###
For more information, please contact:
Danielle Glenn, CFO and Head of IR
OSLO, NORWAY – 15 FEBRUARY 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 8 February 2023 and the notice dated 8 February 2023 of an extraordinary general meeting in the Company to be held on 15 February 2023 (the "EGM"). According to the notice, the board of directors of Zwipe (the "Board") proposed to repeat the resolution on share capital increase raising gross proceeds of approximately NOK 100 million (the "Rights Issue”) resolved by the extraordinary general meeting on 2 December 2022, by making the same resolution once again. Further, the board proposed that the general meeting resolves to amend the Company's articles of association to facilitate advanced voting at future general meetings.
The EGM has today approved both the repeated resolution on the rights issue and the amendment of the Company's articles of association. The minutes from the EGM have been attached to this notice and have also been made available on the Company's website, https://zwipe.com/investors.
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 14:30 CET on 15 February 2023
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY – 8 FEBRUARY 2023 - Reference is made to the extraordinary general meeting held on 2 December 2022 in Zwipe AS (the "Company" or "Zwipe"), regarding the resolution to complete a guaranteed rights issue in the Company, raising gross proceeds of approximately NOK 100 million (the "Rights Issue”).
Due to the Norwegian Private Limited Liability Companies Act requiring that the subscription period in share capital increases cannot be later than three months from the general meeting's resolution on the share capital increase and because the subscription period for the Rights Issue is planned to begin on 6 March 2023 and end on 20 March 2023, the board of directors of Zwipe (the "Board") calls for a new extraordinary general meeting (the "EGM") to repeat the resolution resolved by the extraordinary general meeting on 2 December 2022 by making the same resolution once again. For the avoidance of doubt, the Rights Issue to be voted on at the EGM is the same Rights Issue as was resolved by the general meeting on 2 December 2022. Further, the Board proposes that the Company's articles of association are amended to facilitate advanced voting at future general meetings.
The EGM will be held on 15 February 2023 at 12:00 hours CET. The general meeting will be held as a virtual meeting on Microsoft Teams.
Please find attached the notice to the EGM. The notice is also available on the Company's website, https://zwipe.com/investors.
The deadline for registration of attendance and proxies is 14 February 2023 at 16:00 hours CET. Shareholders are encouraged to register their notice of attendance and proxies via the link found on the Company's website https://zwipe.com/investors/general-meetings.
Alternatively, the notice of attendance and proxy forms included in the notice may be sent by e-mail to genf@dnb.no, or by regular post to DNB Bank ASA, Registrar's Department, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
In order to receive the link to the Microsoft Teams meeting, Zwipe's administration will need to have the shareholder's or proxy holder's e-mail address in advance. Thus, shareholders must after having registered their attendance also register their or its proxy's e-mail address by sending an email to ir@zwipe.com.
The Board has proposed the following agenda:
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 12:00 CET on 8 February 2023.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
Tel: +47 909 98 201 and e-mail: ir@zwipe.com
OSLO, NORWAY - 08 September 2020- The board of directors of Zwipe AS call for an Extraordinary General Meeting to be held on 29 September 2020 at 10:00 CET.
Please find enclosed the notice of the Extraordinary General Meeting.
Notice of attendance, in person or by proxy, shall be given no later than 28 September 2020 at 16:00 CET. Shareholders are encouraged to register via the following link here.
Alternatively, the attached form may be sent by e-mail to genf@dnb.no, or regular post to DNB Bank ASA, Verdipapirservice, NO-0021 Oslo.
The board of directors (the "Board") has proposed the following agenda:
Proposed decisions from the Board and the Nomination Committee (extracts only, please see the attachments to the notice for the full proposals)
Matter no. 4: 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 shares to the chair of the board of directors in the board meeting on 7 September 2020.
Matter no. 5: Proposal to issue a new authorization to the Board to strengthen the Company's equity
As the Board has used the registered authorization to strengthen the Company's equity to complete the Private Placement, the Board proposes that the general meeting resolves to issue a new authorization to the board to increase the Company's equity (including to facilitate for a potential repair issue).
The board of directors is hereby granted authorization to increase the company's share capital, on one or several occasions, with up to NOK 319,065.80 (3,190,658 new shares), equivalent to 10% of the share capital after the Private Placement has been completed.
The authorization may be used to issue shares to strengthen the company's equity to the extent the board of directors considers this to be in the company's best interest at the given time.
Matter no. 6: Proposal to amend the provision in the articles of association on notice period for the general meeting
The notice period to the general meeting (ordinary and extraordinary) is 7 days, from 21 days in the company’s articles of association prior to this meeting.
###
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
For more information, please contact:
Lars Kristian Solheim, CFO
+47 991 661 35
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, at 15:20 CET on 08 September 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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
OSLO, NORWAY – 07 September 2020 – Reference is made to the stock exchange release from Zwipe AS (“Zwipe” or the “Company”) published earlier this evening regarding a contemplated private placement.
The Company is pleased to announce that it has raised approximately NOK 96 million in gross proceeds through a private placement (the "Private Placement") of 6,381,315 new shares (the "New Shares"), at a price of NOK 15 per share. The Private Placement took place through an accelerated book building process managed by retained Arctic Securities AS and Erik Penser Bank AB (publ) as joint bookrunners (together the "Managers") after close of markets on 7 September 2020. The Offer Shares were placed to international institutional investors and existing shareholders of the Company.
The net proceeds of the Private Placement will be used to fund further development and commercialization of the Company, general operating cost and strategic investments.
André Løvestam, CEO of Zwipe said: "After completion of this private placement, Zwipe is funded through commercial launches in 2021 and beyond based on the current business plan and market assumptions. We now look forward to taking a leading role in the biometric payment space and embarking on a long journey of value creation for our customers, our shareholders and society at large.”
Jörgen Lantto, chairman of the board of directors of Zwipe (“the Board”) said: “We are humble and proud to receive overwhelming support from high quality international and Nordic institutional investors, considerably strengthening our shareholder base. In particular, the new funding will allow the company to further accelerate our commercial activities to cater for the strong demand from smart card manufacturers and card issuers for Zwipe Pay ONE, our new technology platform for biometric payment cards”.
The payment date for the Offer Shares will be on or about 10 September 2020, with delivery of the Offer Shares expected on or about 14 September 2020. The Offer Shares will be tradable following the registration of the share capital increase in the Norwegian Register of Business Enterprises expected to take place on or about 14 September 2020, and trading is expected to commence simultaneously at Merkur Market and Nasdaq First North Growth Market on or about 14 September 2020.
The completion of the Private Placement was subject to approval by the Board pursuant to an authorisation to increase the share capital given by the annual general meeting held on 14 May 2020.
Following registration of the new share capital pertaining to the Private Placement, the Company will have 31,906,576 shares outstanding, each with a par value of NOK 0.10.
Primary insider Jörgen Lantto, chairman of the Company, was allocated 333,333 shares in the Private Placement. Mr. Lantto's shareholding after completion of the rights issue will be 866,666 shares. The allocation of shares to Jörgen Lantto is subject to shareholder approval at an extraordinary general meeting.
Primary insider Energetic AS, owned by André Løvestam, CEO of Zwipe, was allocated 20,000 shares in the Private Placement. Following this transaction, André Løvestam owns 500,000 shares in the Company through Energetic AS.
Primary insider Lars Kristian Solheim, CFO of Zwipe, was allocated 20,000 shares in the Private Placement. Following this transaction, Lars Kristian Solheim owns 90,000 shares in the Company.
Primary insider Bishwajit Choudhary, EVP of Strategy and Channels of Zwipe, was allocated 20,000 shares in the Private Placement. Following this transaction, Bishwajit Choudhary owns 25,500 shares in the Company.
Primary insider Dr. Robert Mueller, CTO of Zwipe, was allocated 20,000 shares in the Private Placement. Following this transaction, Dr. Robert Mueller owns 48,572 shares in the Company.
Primary insider Eric Mercer, CEO of Zwipe America Inc., was allocated 5,500 shares in the Private Placement. Following this transaction, Eric Mercer owns 5 500 shares in the Company.
The Board will shortly call for an extraordinary general meeting, to be held on or about 29 September 2020 (“the EGM”), which will be requested, inter alia, to make a new authorisation to the Board to issue shares to strengthen the Company's equity. Provided that the EGM provides the authorisation, it is the Board's intention to use this to carry out a subsequent offering of up to NOK 15 million / 1,000,000 shares towards shareholders of the Company as of 7 September 2020 (as registered in the VPS and Euroclear Sweden AB) who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway and Sweden) require any prospectus, filing, registration or similar action. Such shareholders will be granted non-transferable subscription rights to subscribe for, and, upon subscription, be allocated new shares. One subscription right will entitle the holder to subscribe for one share in the Subsequent Offering. Oversubscription and subscription without rights will be allowed. The subscription price in the Subsequent Offering will be the same as the subscription price in the Private Placement. The Subsequent Offering will, if approved, commence after a prospectus describing the Subsequent Offering has been approved by the Financial Supervisory Authority of Norway. The Board may at its discretion decide not to proceed with the Subsequent Offering.
The Board has considered the offering of new shares in Private Placement in light of the equal treatment obligations under the Continuing obligations of companies admitted to trading on Merkur Market and Oslo Børs' Circular no. 2/2014, and is of the opinion that the contemplated transaction is in compliance with these requirements. The Board of Directors concluded that the waiver of the preferential rights inherent in a private placement was considered necessary in the interest of time and successful completion of the share issue. The Private Placement will allow the Company to raise capital faster, with a lower discount and with significantly lower transaction costs than what a rights issue would entail, and it will also allow for the Company to strengthen its shareholder base to the benefit of the shareholders and the Company. On this basis, and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights will be deviated from.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to Zwipe with respect to Norwegian law, White & Case Advokat AB and Kanter Advokatbyrå KB are acting as legal advisor with respect to Swedish law.
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
For further information please contact: André Løvestam, CEO, +47 991 66 135 ir@zwipe.com
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) 8 528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 23:50 CET on 7 September 2020.
###
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 Managers assume 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 Managers are acting for the Company and no one else in connection with the Private Placement 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 Private Placement 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.
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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
OSLO, NORWAY – 07 September 2020 – Zwipe AS (“Zwipe” or the “Company”) has retained Arctic Securities AS and Erik Penser Bank AB (publ) as joint bookrunners (the "Managers") to advise on and effect a private placement of up to 6,381,315 new shares (the “Offer Shares”) equal to 25% of the outstanding shares in the Company, directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions (the "Private Placement"). The Managers have prior to launch received indications of demand covering the transaction size.
Jörgen Lantto, chair of the Company’s Board of directors (“the Board”), has committed to subscribe for new shares in the Private Placement for a subscription amount of NOK 5 million, subject to approval by an extraordinary general meeting in the Company to be convened shortly after allocation of the Private Placement (the "EGM").
André Løvestam, CEO, Lars Kristian Solheim, CFO, Bishwajit Choudhary, EVP of Strategy and Channels, and Dr. Robert Mueller, CTO, have all committed to subscribe for 20 000 new shares each in the Private Placement. Eric Mercer, CEO of Zwipe America Inc, has committed to subscribe for 5 500 new shares in the Private Placement.
The net proceeds of the Private Placement will be used to fund further development and commercialization of the Company, general operating costs and strategic investments. After completion of this private placement, Zwipe is funded through commercial launches in 2021 and beyond based on the current business plan and market assumptions.
The subscription price and number of Offer Shares to be issued in the Private Placement will be determined by the Board following an accelerated book building process. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the EU Prospectus Regulation (as implemented in Norway by the Norwegian Securities Trading Act and through similar legislation in other EEA states) are available.
The book building period for the Private Placement commences today at 17:30 CEST and closes 7 September 2020 at 21:00 CEST. The Managers and the Company may, however, at any time resolve to close or extend the book building period, or cancel the Private Placement, at their sole discretion and on short notice. If the book building period is shortened or extended, any other dates referred to herein may be amended accordingly. Allocation of the Offer Shares will be determined at the end of the book building period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. Notice of allocation of Offer Shares is expected to be sent to the investors on or about 8 September 2020.
The payment date for the Offer Shares will be on or about 10 September 2020, with delivery of the Offer Shares expected on or about 14 September 2020. The Offer Shares will be tradable following the registration of the share capital increase in the Norwegian Register of Business Enterprises expected to take place on or about 14 September 2020, and trading is expected to commence simultaneously at Merkur Market and Nasdaq First North Growth Market on or about 14 September 2020.
The completion of the Private Placement is subject to approval by the Board of the Company pursuant to an authorization to increase the share capital given by the annual general meeting held on 14 May 2020.
The Board has considered the offering of new shares in Private Placement in light of the equal treatment obligations under the Continuing obligations of companies admitted to trading on Merkur Market and Oslo Børs' Circular no. 2/2014, and is of the opinion that the contemplated transaction is in compliance with these requirements. The Board of Directors concluded that the waiver of the preferential rights inherent in a private placement was considered necessary in the interest of time and successful completion of the share issue. The Private Placement will allow the Company to raise capital faster, with a lower discount and with significantly lower transaction costs than what a rights issue would entail, and it will also allow for the Company to broaden its shareholder base to the benefit of the shareholders and the Company. On this basis, and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights will be deviated from.
The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus requirements (i) outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended, (the “US Securities Act”) and (ii) in the United States to "accredited investors" as defined in the US Securities Act Rule 501(a), acquiring the Offer Shares for investment purposes for its own account, or pursuant to another exemption from the registration requirements of the US Securities Act.
The Board will consider to carry out a subsequent offering of new shares in the Company (the “Subsequent Offering”) which, subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 7 September 2020 (as registered in the VPS and Euroclear Sweden AB on 9 September 2020) who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway and Sweden) require any prospectus, filing, registration or similar action. The subscription price in a potential Subsequent Offering will be equal to the subscription price in the Private Placement.
Existing shareholders that participate in the Private Placement will irrevocably undertake to vote for their shares in favor of the resolution(s) proposed at the EGM to issue shares to Jörgen Lantto and the potential Subsequent Offering.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to Zwipe with respect to Norwegian law, and White & Case Advokat AB and Kanter Advokatbyrå KB are acting as legal advisors with respect to Swedish law.
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
For more information contact André Løvestam, CEO +47 991 66 135 ir@zwipe.com
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 17:40 CET on 7 September 2020.
###
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 Managers assume 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 Managers are acting for the Company and no one else in connection with the Private Placement 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 Private Placement 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 – 27 August 2020, CET 09:40 – Zwipe AS today publishes its half-year report for H1 2020.
The update is with reference to the EU Market Abuse Regulations
Highlights for first half-year 2020 include:
Financials
Second Quarter
First Half Year
Significant events during the period
Significant actions after the period
CEO comment
The first half of 2020 has been very productive, and a period marked by progress and major achievements for Zwipe. At a time when the public is particularly attuned to the benefits of social distancing, the payment ecosystem has increasingly embraced the need for secure, contactless payment technologies. COVID-19 has been a game-changer for market acceptance of the need for truly touchless payment solutions such as those offered by Zwipe.
The year began with Zwipe successfully listing on Nasdaq’s First North Growth Market in Sweden, boosting liquidity and investor awareness through access to a broader investor community.
We continued building our end-to-end ecosystem, expanding our customer network globally, forging several new strategic technical partnerships, securing important orders and extending exclusive partnerships. All of this while continuing to make progress on our previously announced key projects, Zwipe Pay ONE with IDEMIA and IDEX, and the wearables project with Giesecke+Devrient (G+D).
The ongoing COVID-19 pandemic has elevated the focus on safety and significantly increased the growth of contactless transactions. This, in turn has led to raised contactless transaction limits all over the world and has served to highlight the improved hygiene and safety benefits of biometric payments. During 2020, the first announcements of upcoming small-scale commercial launches of biometric payment cards to consumers have been made, proving that the industry is ready to start serving a mass market.
We believe we hold the key to the next step of broad-scale, high-volume adoption of biometric payment cards through our cooperation with IDEMIA on Zwipe Pay ONE, which will reduce manufacturing cost for biometric payment cards to a level that enables card issuers to start mass-volume deployment.
Consequently, we are doubling down our efforts to serve the market, with immediate results. As previously announced, we have an ongoing dialogue with more than 40 out of the world’s top 50 smart card manufacturers. During H1 2020 we have seen very good progress in our sales pipeline. We have announced that five new smart card manufacturers have decided to adopt Zwipe Pay ONE once it is available for early sampling, planned for later in 2020, and our prospect list and pipeline are continuously increasing. These are the clearest indications of demand for our solutions.
During the period we also began to engage directly with issuers and banks. Early insights suggest that a sizable number of consumers are willing to pay a meaningful monthly fee for biometric payment cards. We have been able to initiate fruitful engagements with multiple banks on how to profitably deploy biometric payment cards to consumers in large scale. This has strongly resonated across the payments and cards ecosystem, creating a wave of interest in what we uniquely offer to the marketplace.
Zwipe builds its competitive position on combining cost and performance leadership with our value-adding trusted advisor/systems integrator role. This combination is the cornerstone in Zwipe’s ambitions towards mass market deployments of Biometric Payment Cards and wearables.
In the second half of 2019 we streamlined costs and lasered in on core processes to achieve mass-volume market readiness for Zwipe. Our progress in recent months is proof that we are on the right path. Our technology partnership with IDEMIA has secured Zwipe world-wide, exclusive ownership to a disruptive technology platform with superior energy efficiency and excellent biometric performance, positioning Zwipe for cost- and technology leadership.
Leveraging the deep systems know-how of our organization, we are also teaming up with other component suppliers and manufacturing partners to further simplify adoption and reduce the total cost of Zwipe Pay ONE. I am excited by the results of these efforts, which secure our ability to meet the aggressive cost targets we have set for Zwipe Pay ONE. We remain on track with regards to the development of Zwipe Pay ONE, having met all significant milestones during the period. We are confident that our cost leadership strategy is enabling us to bring a very compelling offering to our customers, while laying the foundation for a sound long-term business and value creation for Zwipe as the market matures.
Thanks to the experience gained from being fully dedicated to Biometric Payment Cards from the outset, we are a trusted advisor to smart card manufacturers and card issuers, advising them on what is needed to launch Biometric Payment Cards including user experience and customer onboarding.
This comprehensive approach makes Zwipe stand-out in the crowd. Zwipe’s uniqueness is in the combination of our know-how, network, patents and technology. We make the entire process of evaluating, building, integrating, and deploying a biometric payment solution simple. We provide the components and build the inlays necessary for the smart card manufacturers. We are building an ecosystem of partners to enable card manufacturers and issuers a frictionless route to launching Biometric Payment Cards. This cooperative approach is central to supporting the growth of the overall Biometric Payment Card market, but also key to cementing Zwipe’s position and role. By giving banks and issuers, alongside our smart card manufacturing partners, a one-stop shop for the most cost effective and compelling route to launching an innovative, rapidly deployable contactless payment solution, we are building a commercial path that creates sustainable long-term value for our customers.
Cardholders and consumers around the world are demanding greater safety and security when paying for goods, and they want convenience too, which is the background for our mission of “making convenience safe and secure”. I am confident that we are on track to deliver on our mission and fulfil our pivotal role in supporting our many communities tackle the risks posed by COVID-19 at the point of sale.
###
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 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 below, at 09:40 CET on 27 August 2020.
OSLO, NORWAY – 27 August 2020, CET 08:00 – Zwipe AS today publishes its half-year report for H1 2020.
Highlights for first half-year 2020 include:
Financials
Second Quarter
First Half Year
Significant events during the period
Significant actions after the period
CEO comment
The first half of 2020 has been very productive, and a period marked by progress and major achievements for Zwipe. At a time when the public is particularly attuned to the benefits of social distancing, the payment ecosystem has increasingly embraced the need for secure, contactless payment technologies. COVID-19 has been a game-changer for market acceptance of the need for truly touchless payment solutions such as those offered by Zwipe.
The year began with Zwipe successfully listing on Nasdaq’s First North Growth Market in Sweden, boosting liquidity and investor awareness through access to a broader investor community.
We continued building our end-to-end ecosystem, expanding our customer network globally, forging several new strategic technical partnerships, securing important orders and extending exclusive partnerships. All of this while continuing to make progress on our previously announced key projects, Zwipe Pay ONE with IDEMIA and IDEX, and the wearables project with Giesecke+Devrient (G+D).
The ongoing COVID-19 pandemic has elevated the focus on safety and significantly increased the growth of contactless transactions. This, in turn has led to raised contactless transaction limits all over the world and has served to highlight the improved hygiene and safety benefits of biometric payments. During 2020, the first announcements of upcoming small-scale commercial launches of biometric payment cards to consumers have been made, proving that the industry is ready to start serving a mass market.
We believe we hold the key to the next step of broad-scale, high-volume adoption of biometric payment cards through our cooperation with IDEMIA on Zwipe Pay ONE, which will reduce manufacturing cost for biometric payment cards to a level that enables card issuers to start mass-volume deployment.
Consequently, we are doubling down our efforts to serve the market, with immediate results. As previously announced, we have an ongoing dialogue with more than 40 out of the world’s top 50 smart card manufacturers. During H1 2020 we have seen very good progress in our sales pipeline. We have announced that five new smart card manufacturers have decided to adopt Zwipe Pay ONE once it is available for early sampling, planned for later in 2020, and our prospect list and pipeline are continuously increasing. These are the clearest indications of demand for our solutions.
During the period we also began to engage directly with issuers and banks. Early insights suggest that a sizable number of consumers are willing to pay a meaningful monthly fee for biometric payment cards. We have been able to initiate fruitful engagements with multiple banks on how to profitably deploy biometric payment cards to consumers in large scale. This has strongly resonated across the payments and cards ecosystem, creating a wave of interest in what we uniquely offer to the marketplace.
Zwipe builds its competitive position on combining cost and performance leadership with our value-adding trusted advisor/systems integrator role. This combination is the cornerstone in Zwipe’s ambitions towards mass market deployments of Biometric Payment Cards and wearables.
In the second half of 2019 we streamlined costs and lasered in on core processes to achieve mass-volume market readiness for Zwipe. Our progress in recent months is proof that we are on the right path. Our technology partnership with IDEMIA has secured Zwipe world-wide, exclusive ownership to a disruptive technology platform with superior energy efficiency and excellent biometric performance, positioning Zwipe for cost- and technology leadership.
Leveraging the deep systems know-how of our organization, we are also teaming up with other component suppliers and manufacturing partners to further simplify adoption and reduce the total cost of Zwipe Pay ONE. I am excited by the results of these efforts, which secure our ability to meet the aggressive cost targets we have set for Zwipe Pay ONE. We remain on track with regards to the development of Zwipe Pay ONE, having met all significant milestones during the period. We are confident that our cost leadership strategy is enabling us to bring a very compelling offering to our customers, while laying the foundation for a sound long-term business and value creation for Zwipe as the market matures.
Thanks to the experience gained from being fully dedicated to Biometric Payment Cards from the outset, we are a trusted advisor to smart card manufacturers and card issuers, advising them on what is needed to launch Biometric Payment Cards including user experience and customer onboarding.
This comprehensive approach makes Zwipe stand-out in the crowd. Zwipe’s uniqueness is in the combination of our know-how, network, patents and technology. We make the entire process of evaluating, building, integrating, and deploying a biometric payment solution simple. We provide the components and build the inlays necessary for the smart card manufacturers. We are building an ecosystem of partners to enable card manufacturers and issuers a frictionless route to launching Biometric Payment Cards. This cooperative approach is central to supporting the growth of the overall Biometric Payment Card market, but also key to cementing Zwipe’s position and role. By giving banks and issuers, alongside our smart card manufacturing partners, a one-stop shop for the most cost effective and compelling route to launching an innovative, rapidly deployable contactless payment solution, we are building a commercial path that creates sustainable long-term value for our customers.
Cardholders and consumers around the world are demanding greater safety and security when paying for goods, and they want convenience too, which is the background for our mission of “making convenience safe and secure”. I am confident that we are on track to deliver on our mission and fulfil our pivotal role in supporting our many communities tackle the risks posed by COVID-19 at the point of sale.
###
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, at 08:00 CET on 27 August 2020.
OSLO, NORWAY– August 20th, 2020 – Biometric fintech company Zwipe and Wisecard Technology, a leading supplier of EMV personalization and payment solutions, have partnered to support the industrialization of biometric payments solutions.
Headquartered in Shenzhen, China, Wisecard Technology Ltd. specializes in personalization software development, primarily focusing on the smart card payment industry. As a leading provider of EMV personalization services, the company will support the co-development of personalization offerings for the Zwipe Pay family of products and solutions.
“We are excited to work closely with Zwipe to tap into the huge potential we see for biometrics in the payments market. Zwipe has led the way in establishing a global network of partners to make the launch of biometric payment cards and wearables at scale as effortless and cost-effective as possible. We are keen to support this mission and bring safer and more secure payment options to consumers around the world,” says, Kevin Yi, Vice President at Wisecard.
Smart card manufacturers will benefit from the collaboration by having access to a validated and proven personalization process for their biometric payment cards powered by Zwipe technology.
Speaking on the partnership André Løvestam, CEO of Zwipe, says “We are excited to partner with Wisecard as we continue to expand our ecosystem and our capacity to provide the most comprehensive and compelling offerings within biometric payments to smart card manufacturers and issuers, further cementing the value-add we bring to our customers.”
###
About Wisecard Technology
Wisecard Technology Co , Ltd. is a solution provider for smart card issuance and innovative payment platforms with more cost effective and user friendly features. Wisecard has invested heavily on technological innovation and product development. This has resulted in the creation of leading solutions in the area of Card Management and Personalization, payment systems, which have been compliant with the regulations from international payment schemes. Wisecard has always had a strong customer service focus and built leading edge professional services organization, delivering high class product and process support around the world. After a decade of providing cost-effective, innovative and vendor independent solutions that enable customers to improve their operational processes, Wisecard has successfully deployed solutions in more than 60 countries throughout Europe, Africa, Middle East, Southeast Asia and South America.
To learn more, please visit www.wisecardtech.com
For more information contact: Kevin Yi, Vice President, + 86 755 86007346 sales@wisecardtech.com
OSLO, NORWAY– 18 August 2020 – Biometric fintech company Zwipe and Smart Technology Services (STS), one of the world’s first equipment manufacturers to develop a biometric payment card milling and embedding enabled system, have expanded their previously announced partnership to support the industrialization of dual interface biometric payment cards using Zwipe Pay ONE platform.
Headquartered in France, STS is a leading player in the development of industrial manufacturing equipment specifically for the production and personalization of smart cards. The two companies have jointly developed integrated solutions that will enable Smart Card Manufacturers (SCMs) to achieve a risk-free and agile industrialization of biometric payment cards.
“Zwipe has been one of the leaders in the development of biometric payment platforms while we have developed manufacturing processes to enable SCMs to successfully reach a true volume offer capability for such cards. We have worked very closely together over the last year to fine-tune our complementary offering in order to support smart card manufacturers as they adopt and begin to roll out cards based on the Zwipe Pay ONE platform,” said Thierry Buisson, CEO of STS, speaking on the ramping up of activities.
“Our expanded partnership with STS has mitigated project risks and reduced the capital expenditure needed to enable the production of biometric payment cards. This will further strengthen our respective positions in the market and accelerate the adoption of biometric payment cards,” said André Løvestam, CEO of Zwipe.
###
About Smart Technology Services
Founded in 2013 in France, Smart Technology Services provides high level support services and card personalization solutions to card manufacturers and bureaus worldwide. The company provides services support activities for card central issuance systems and secondhand systems It also supplies the Smart Evol 1000 – a fully modular mid-range card personalization system, and the SI20 and SI700 – versatile card production systems for contact, dual interface, and biometric cards.
Please visit http://stservices.fr for further information
OSLO, NORWAY– 28 JULY 2020 – Biometric fintech company Zwipe and Liveo Research, a major supplier of PVC materials to some of the world’s largest card manufacturers, have partnered to offer a highly optimized route to efficient and scalable manufacturing of biometric payment cards. This is key in supporting the ongoing industrialization of the Zwipe Pay family of products.
Liveo Research is a global manufacturer of rigid packaging solutions focusing on pharma packaging innovations, specialty films and card solutions. With around 1,100 employees across five locations worldwide, Liveo is generating annual sales of more than 350 million euros.
“We are excited to collaborate with Zwipe, a pioneer in the field of biometric payment cards, to promote and roll out the Zwipe Pay ONE platform that will radically reduce the cost and complexity associated with card production process”, says Managing Director at Liveo Research, Mr. Pietro Parmeggiani.
Speaking on the partnership André Løvestam, CEO of Zwipe says, “This showcases how Zwipe is leveraging the payment ecosystem’s key players to enable best-in-class solutions and grow the biometric payment card segment. Liveo Research is a strong stakeholder and working together we will be able to further strengthen the value proposition to smart card manufacturers.”
###
About Liveo Research
Since 1953 Liveo Research’s Castiglione facility has been at the forefront of technological innovation in vinyl calendaring. Decades of commitment to manufacturing quality and enhanced rigid films properties has given Liveo’s card manufacturers the extra edge to easily move into new niche market with even newer technological requirement. Today, Liveo’s SICO films are sought after for high quality secure payment cards, e-government, IoT SIM/GSM, M2M, access controls cards, where they withstand daily handling while maintaining a pristine appearance and data integrity. Liveo Research SICO films are available globally with two primary manufacturing sites, Castiglione, Italy, where it all began and, Delaware City, DE, USA. To learn more, visit www.liveoresearch.com
For more information contact: cs.eu@liveo-research.com
OSLO, NORWAY – 24 July 2020 – Primary insider Diderik Schonheyder, board member at Zwipe AS, has today acquired 5,000 shares at an average price per share of SEK 13,30. Diderik Schonheyder’s shareholding after the transaction is 5,000 shares.
###
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act