OSLO, NORWAY – 10 December 2024 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue").
The shareholders of the Company on 3 December 2024 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, as at the expiry of 5 December 2024 (the "record date") was granted one (1) subscription right (the "Subscription Rights") for each share registered as held by the shareholder as of the record date. One (1) Subscription Right gives the right to subscribe for four (4) Units.
The Company has today, 10 December 2024, been informed that the following primary insiders of the Company have exercised the specified number of Subscription Rights in the Rights Issue, thereby subscribing for the corresponding number of Units they are entitled to upon completion of the Rights Issue.
Please see the attached notifications of transactions for further information.
Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 39.7 million (the "Rights Issue").
Reference is further made to the stock exchange announcement published by the Company on 3 December 2024, in which the Company announced that the extraordinary general meeting of the Company had resolved on the Rights Issue of 99,303,344 transferable subscription rights (the "Subscription Rights") with preferential rights for existing shareholders, whereby one Subscription Right gives the right to subscribe for four (4) units ("Unit"). Each Unit consists of (i) a new share in the Company, each with a nominal value of NOK 0.10, and (ii) a warrant of series T02 (the "Warrants") for a subscription price of NOK 0.10 per Unit. One Warrant give the right to subscribe for one ordinary share in the Company during the period beginning on 3 March 2025 and ending on 14 March 2025. The subscription price in the Rights Issue is NOK 0.10 per Unit on Euronext Growth Oslo and SEK 0.10 per Unit on Nasdaq First North Growth Market Sweden. The subscription price per share corresponds to the subscription price per Unit. Thus, the Warrants are issued free of charge. Upon full subscription, the Company will initially receive approximately NOK 39.7 million in gross proceeds. If Warrants are exercised, the Company will receive additional proceeds in March 2025.
Reference is further made to the stock exchange announcement published by the Company on 4 December 2024 where the Company announced that the prospectus pertaining to the Rights Issue had been approved and registered by the Swedish Financial Supervisory Authority (the "Prospectus"). The Prospectus has also been passported to Norway.
Availability of the prospectus:
The prospectus can be ordered from Zwipe by e-mail: ir@zwipe.com subject to certain legal restrictions. The prospectus is available on the Company's website www.zwipe.com and will also be available on the Swedish Financial Supervisory Authority's website, http://www.fi.se.
Eligibility:
The shareholders of the Company on 3 December 2024 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the "VPS") as at the expiry of 5 December 2024 (the "Record Date") will be granted one (1) Subscription Right for each share registered as held by the shareholder as of the Record Date. One (1) Subscription Right is required to subscribe for four (4) Units. Each Unit consists of one (1) new share and one (1) Warrant. The Subscription Rights will be registered on each Eligible Shareholders' VPS account.
Allocation of Subscription Rights:
One Subscription Right provides preferential right to subscribe for, and be allocated, four (4) Units at the Subscription Price (subject to applicable law in the relevant jurisdiction of an Eligible Shareholder). Eligible Shareholders will be allocated one (1) Subscription Right for every one (1) existing share registered as held by such eligible shareholder as of the Record Date. For a description of the allocation procedure, acquisition and/or exercise of Subscription Rights, reference is made to the section headed "Terms and Conditions of the Offering" under sub-heading "Allocation of the Units" in the Prospectus.
Subscription Period:
The subscription period in the Rights Issue taking place on Euronext Growth Oslo will commence at 09:00 hours (CET) on 6 December 2024 and expire at 16:30 hours (CET) on 20 December 2024. The subscription period in the Rights Issue for the part of the Rights Issue taking place on Nasdaq First North Growth Market Sweden will commence at 09:00 hours (CET) on 6 December 2024 and expire at 17:30 hours (CET) on 19 December 2024.
Trading in Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange under the ticker "ZWIPT" from 09:00 hours (CET) on 6 December 2024 to 16:30 hours (CET) on 16 December 2024 on Euronext Growth Oslo and Nasdaq First North Growth Market Sweden. Subscription Rights that are not used to subscribe for Units or sold before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. The Subscription Rights may have economic value if the Company's shares trade above the Subscription Price during the Subscription Period.
Change in share capital, number of shares and dilution:
Based on the outstanding number of shares as of today, the share capital in the Company increases through the Rights Issue by a maximum of NOK 39,721,337.60, from NOK 9,930,334.40 to NOK 49,651,672.00, through the issuance of a maximum of 397,213,376 shares. The number of shares increases from 99,303,344 to a maximum of 496,516,720 shares. For existing shareholders who do not participate in the Rights Issue, this implies a dilution effect of 80.0 percent in the case of full subscription.
In the event that all outstanding Warrants issued in the Rights Issue are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by an additional 397,213,376 to a total of 893,730,096 shares and the share capital will increase by NOK 39,721,337.60 to a total of NOK 89,373,009.60.
Subscription Price:
The subscription price in the Rights Issue is NOK 0.10 per Unit on Euronext Growth Oslo and SEK 0.10 per Unit on Nasdaq First North Growth Market Sweden, based on the European Central Bank's published exchange rate on 7 November 2024.
Pre-commitment and bottom guarantee commitments:
The Company has received subscription commitments from Board members Jörgen Lantto and Dennis Jones, amounting to approximately 4.5 percent of the Rights Issue.
To the extent the Rights Issue is not fully subscribed, a consortium of guarantors, including board member David Chew, has agreed to subscribe and pay for units in the Rights Issue up to an aggregate subscription rate corresponding of 28 percent of the Rights Issue (the "Bottom Guarantee Commitments"). The consortium providing the Bottom Guarantee Commitments will receive a 15 percent underwriting fee.
In addition, the Company and Fenja Capital (the "Top Guarantor") has agreed that the Top Guarantor shall subscribe and pay for units in the Rights Issue up to 13.9 percent of the Rights Issue (the "Top Guarantee Commitment"). The Top Guarantor will receive an 8 percent underwriting fee.
Further information about the subscription commitments, the Bottom Guarantee Commitments and the Top Guarantee Commitment is available in the prospectus, which can be ordered from Zwipe by e-mail: ir@zwipe.com subject to certain legal restrictions. The prospectus is available on the Company's website www.zwipe.com and will also be available on the Swedish Financial Supervisory Authority's website, http://www.fi.se.
New issue of the Convertible Loan and Share Options pursuant to the top guarantee commitment
The Top Guarantee Commitment will be fulfilled through the partial set-off of NOK 5,514,472 of the Company's outstanding convertible loan of NOK 10,514,472 (the "2023 Convertible Loan"). If the Top Guarantor is allotted units amounting to less than NOK 5,514,472, the balance between the allotted amount and NOK 5,514,472 shall be paid back in cash by the Company to the Top Guarantor, using proceeds from the Rights Issue. The accrued interest under the 2023 Convertible Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, will be set-off against the Top Guarantor's commitment under the Bottom Guarantee Commitments.
The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0 million, will be extended for another 12 months in the form of a new convertible loan (the "New Convertible Loan"). This arrangement ensures the full settlement of the 2023 Convertible Loan. The New Convertible Loan will carry an annual interest rate of STIBOR + 10 percent. The issuance of the New Convertible Loan is contingent on the Company's board of directors issuing the New Convertible Loan in accordance with the board authorization granted at the extraordinary general meeting on 3 December 2024.
As consideration for the Top Guarantor agreeing to subscribe for the New Convertible Loan, the Top Guarantor shall receive a fee of NOK 200,000 from the Company (the "Arrangement Fee"). The Arrangement Fee shall be added to the total nominal amount of the New Convertible Loan and not be paid in cash, which means that the total nominal amount of the New Convertible Loan shall amount to a total of NOK 4,200,000.
The Company has also issued 60,000,000 contractual stock options to the Top Guarantor (the "Stock Options"). The Stock Options can be exercised up until 31 December 2026 and each Stock Option entitles to subscribe to one (1) new share in Zwipe at a price of 70 percent of VWAP during the ten trading days that immediately precede every third month-end, starting in April 2025, however no lower than the quota value of the Company's share and not higher than 150 percent of the subscription price in the Rights Issue. The Stock Options can be exercised on 30 April 2025 at the earliest. The issuance of shares upon exercise of the Share Options is contingent upon either a resolution by the Company's general meeting to issue the corresponding shares in accordance with the Norwegian Private Limited Liability Companies Act, or the Company's board of directors issuing the shares pursuant to an authorization granted under the Norwegian Private Limited Liability Companies Act.
Financial Intermediaries:
If an Eligible Shareholder holds shares in the Company registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the aggregate number of the Subscription Rights to which they will be entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Listing and Commencement of trading of the new shares:
Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 6 January 2025. The new shares and warrants of series TO2 are expected to be delivered to subscribers who are allocated Units in the VPS on or about 8 January 2025 and in Euroclear on or about 8 January 2025.
For further details of the terms of the Rights Issue, please refer to the Prospectus.
Advisors:
Bergs Securities AB is acting as financial advisor to the Company in connection with the Rights Issue.
DNB Bank ASA, Issuer Services, is acting as receiving agent in the Rights Issue.
Advokatfirmaet Schjødt AS is acting as the Company's legal adviser in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 on 6 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for
OSLO, NORWAY – 4 DECEMBER 2024 – Zwipe AS ("Zwipe" or the "Company") announces
that the prospectus relating to the Company's rights issue of units consisting
of shares and warrants (the "Rights Issue") has been approved and registered by
the Swedish Financial Supervisory Authority and is available on the Company's
website www.zwipe.com and will also be available on the Swedish Financial
Supervisory Authority's website, www.fi.se.
The prospectus can be ordered from Zwipe by e-mail: ir@zwipe.com subject to
certain legal restrictions. The prospectus is available on the Company's
website www.zwipe.com, and will also be available on
the Swedish Financial Supervisory Authority's website, http://www.fi.se.
Timetable for the Rights Issue
The commencement of the subscription period in Norway is subject to timely passporting of the prospectus.
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 16.20 CET on 4 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
OSLO, NORWAY – 4 Dec – 2024 –Zwipe, a global leader in biometric authentication technology for access control, identification, and payment solutions, is pleased to announce that a leading international luxury and fashion company is currently testing Zwipe’s biometric access cards. This evaluation marks a significant step toward the potential integration of Zwipe’s advanced technology into the company’s operations.
A publicly listed company on the Oslo and Stockholm stock exchanges, Zwipe specializes in developing secure, innovative solutions that prioritize data privacy and user convenience. The company’s biometric access cards are designed to offer robust security by ensuring that only authorized users can activate the card using their unique fingerprint.
The luxury retailer is exploring Zwipe Access to enhance security across its global network of stores and operations. With rising concerns over physical access security in the luxury sector, Zwipe Access cards provide a card-based dual-authentication solution for access control. Sensitive credentials are kept secure and can only be activated by the legitimate cardholder.
Robert Puskaric, President and CEO of Zwipe, said, "In the world of luxury retail, privacy and security are paramount. Adopting secure and reliable access control systems is essential in protecting people and facilities. Zwipe’s biometric technology offers a secure, fast, and intuitive authentication experience for access control. We are delighted to have such a global leader as potential customer."
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries, and cultures to make convenience safe and secure. We are pioneering next-generation biometric card technology for payment, physical and logical access control, and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit www.zwipe.com
All the items on the agenda were addressed and approved. Attached are the minutes of the EGM.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 13.40 (CET) on 3 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
OSLO, NORWAY – 3 DECEMBER 2024 – Reference is made to the stock exchange announcement published by Zwipe AS (the “Company”) on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of one share and one warrant, with preferential rights for existing shareholders with gross proceeds of up to NOK 39.7 million (the "Rights Issue").
The Board of Directors has received subscription and guarantee commitments from certain existing shareholders and external investors. Thus, the Rights Issue is covered by subscription and guarantee commitments up to at least 41.9 percent, equal to NOK 16.6 million.
Subscription and Guarantee Commitments
The Company has received subscription commitments from Board members Jörgen Lantto and Dennis Jones, amounting to approximately 4.5 percent of the Rights Issue.
To the extent the Rights Issue is not fully subscribed, a consortium of guarantors, including board member David Chew, has agreed to subscribe and pay for units in the Rights Issue up to an aggregate subscription rate corresponding of 28 percent of the Rights Issue (the “Bottom Guarantee Commitments”). The consortium providing the Bottom Guarantee Commitments will receive a 15 percent underwriting fee.
In addition, the Company and Fenja Capital (the “Top Guarantor”) has agreed that the Top Guarantor shall subscribe and pay for units in the Rights Issue up to 13.9 percent of the Rights Issue (the “Top Guarantee Commitment”). The Top Guarantor will receive an 8 percent underwriting fee.
Further information about the subscription commitments, the Bottom Guarantee Commitments and the Top Guarantee Commitment will be provided in the prospectus, to be approved by the Swedish Financial Supervisory Authority on or about 5 December 2024.
Convertible Loan and Use of Proceeds
The Top Guarantee Commitment will be fulfilled through the partial set-off of NOK 5,514,472 of the Company’s outstanding convertible loan of NOK 10,514,472 (the “2023 Convertible Loan”). If the Top Guarantor is allotted units amounting to less than NOK 5,514,472, the balance between the allotted amount and NOK 5,514,472 shall be paid back in cash by the Company to the Top Guarantor, using proceeds from the Rights Issue. The accrued interest under the 2023 Convertible Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, will be set-off against the Top Guarantor’s commitment under the Bottom Guarantee Commitments.
To accommodate the Top Guarantee Commitment, the use of proceeds outlined in the Company’s announcement on 7 November 2024 has been revised.
The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0 million, will be extended for another 12 months in the form of a new convertible loan (the “New Convertible Loan”). This arrangement ensures the full settlement of the 2023 Convertible Loan. The New Convertible Loan will carry an annual interest rate of STIBOR + 10 percent.
The issuance of the New Convertible Loan is contingent on the approval of a board authorization at the extraordinary general meeting (“EGM”) scheduled for 3 December 2024, or alternatively, the approval at a subsequent EGM that either authorizes the Company’s board of directors to issue the New Convertible Loan or directly resolves to issue the New Convertible Loan. As consideration for the Top Guarantor agreeing to subscribe for the New Convertible Loan, the Top Guarantor shall receive a fee of NOK 200,000 from the Company (the “Arrangement Fee”). The Arrangement Fee shall be added to the total nominal amount of the New Convertible Loan and not be paid in cash, which means that the total nominal amount of the New Convertible Loan shall amount to a total of NOK 4,200,000.
The Company has also issued 60,000,000 contractual stock options to the Top Guarantor (the “Stock Options”). The Stock Options can be exercised up until 31 December 2026 and each Stock Option entitles to subscribe to one (1) new share in Zwipe at a price of 70 percent of VWAP during the ten trading days that immediately precede every third month-end, starting in April 2025, however no lower than the quota value of the Company’s share and not higher than 150 percent of the subscription price in the Rights Issue. The Stock Options can be exercised on 30 April 2025 at the earliest.
The issuance of shares upon exercise of the Share Options is contingent upon either a resolution by the Company’s general meeting to issue the corresponding shares in accordance with the Norwegian Private Limited Liability Companies Act, or the Company's board of directors issuing the shares pursuant to an authorization granted under the Norwegian Private Limited Liability Companies Act.
Changes to item 5 of the EGM notice
The Bottom Guarantee Commitments and Top Guarantee Commitment necessitate changes to resolution 5 proposed for the EGM on 3 December 2024. As these changes do not affect shareholders’ preferential rights under Section 10-4 of the Norwegian Private Limited Liability Companies Act, the Company’s board of directors has determined that these amendments are in the best interests of the Company and its shareholders. An updated proposal for item 5 in the notice for the EGM will be distributed prior to the meeting.
Robert Puskaric, CEO of Zwipe comments:
"We are very grateful for the continued support from existing shareholders and new investors. By securing part of the rights issue, the management team can focus on developing Zwipe further and continuing our sales efforts.”
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in the Market Abuse
Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12,
and is information that Zwipe AS is obligated to make public pursuant to the
continuing obligations of companies admitted to trading on Euronext Growth Oslo
(Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth
Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se.
The information was submitted for publication, through the agency of the contact
person set out below, at 08:00 on 3 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
Reference is made to the stock exchange announcements published by Zwipe AS (the "Company") on 14 December 2023, regarding the final results of a rights issue of units, each consisting of one new share in the Company, each with a nominal value of NOK 0.10 and one warrant of series T01 (the "Warrants"), with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35.0 million (the "2023 Rights Issue"). Reference is further made to the stock exchange announcement made by the Company on 3 January 2024 regarding information about the Warrants.
The 2023 Rights Issue resulted in the issuance of 64,823,988 Warrants, of which 40,889,612 Warrants were allocated to subscribers in the Rights Issue and 13,480,092 Warrants were allocated to the top guarantor in connection with the issuance of a convertible loan, that constituted the top guarantee commitment under the 2023 Rights Issue (the “2023 Convertible Loan”).
Two (2) Warrants entitle to the subscription of one (1) new share in the Company in the period commencing today, 2 December 2024 and ending on 13 December 2024 (the “Exercise Period”).
The subscription price upon exercise of the Warrants shall for subscription of one share in the Company be 70% of the ten-day VWAP (Volume Weighted Average Price) of the Company's shares on Euronext Growth Oslo the last ten (10) trading days prior to commencement of the Exercise Period, but never lower than NOK 0.10 per share and never higher than 1.20 per share. Based on this, the subscription price has been set at NOK 0.11 per new share.
If all Warrants are exercised, the Company could raise an amount of NOK 3,565,319.34. Holders of Warrants may either sell their Warrants or use them to subscribe for shares in the Company, in both cases within the deadlines stated above. If the Warrants are not sold or exercised within the respective deadlines, the Warrants will lapse with no compensation to the holders. For more information pertaining to the Warrants, please see the prospectus prepared in connection with the 2023 Rights Issue, which is available on the Company's website www.zwipe.com and on the Swedish Financial Supervisory Authority's website, www.fi.se.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in Section 5-12 of the Norwegian Securities Trading Act 5-12 and is information that Zwipe AS is obligated to make public pursuant to the
continuing obligations of companies admitted to trading on Euronext Growth Oslo
(Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth
Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se.
The information was submitted for publication, through the agency of the contact
person set out below, at 23.00 CET, 1 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the 2023 Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's
website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of one share and one warrant, with preferential rights for existing shareholders amounting to approximately NOK 39.7 million (the "Rights Issue"). Below is the key information with ISIN for the subscription rights included and information on the last day including the right to receive subscription rights. Save for the inclusion of the ISIN and the last day including rights, there has been no changes to the key information relating to the Rights Issue.
Date on which the terms and conditions of the rights issue were announced: 7 November 2024
Last day including rights: 3 December 2024
Date of approval: 3 December 2024
Ex-date: 4 December 2024
Record Date: 5 December 2024
Maximum number of new shares: 397,213,376
Maximum number of new warrants: 397,213,376
Subscription price per share: 0.10 per share
Ratio preferential rights: One right per share held in the Company
Subscription ratio: One right entitles the holder to subscribe for four shares and four warrants
Manager and bookrunner: Bergs Securities AB
Settlement agent: DNB Bank ASA
Will the rights be listed: The Company will apply for listing of the rights on Euronext Growth and Nasdaq First Growth Market
ISIN for the rights: NO0013409755
Other information:
The Rights Issue is structured in a manner where each right gives the holder the right to subscribe for four shares and four warrants (Norwegian: frittstående tegningsrett), with a combined subscription price of NOK 0.10, representing a subscription price per share of NOK 0.10 and no consideration for the warrant. Each warrant holder may exercise all or some of its warrants in the period beginning on 3 March 2025 and ending on 14 March 2025. Exercise shall be carried out by written notice, which shall be received by the Company within the abovementioned exercise period. The subscription price upon exercise of the warrants is NOK 0.10.
Out of the maximum number of new shares to be issued in the rights issue, a maximum of 122 010 100 new shares will be issued to the part of the shareholder based which trades shares in Norway through Euronext Securities Oslo (VPS) (the "Norwegian Offering"), and a maximum of 275 203 276 new shares will be issued to the part of the shareholder based which trades shares in Sweden through Euroclear Sweden AB (the "Swedish Offering"). The split is based on the relationship between the trade in the two countries as per the end of 7 November 2024, and there will from and including 7 November 2024 temporarily be imposed a block for repositioning of trading in the shares in the Company between the two systems until and including the record date in the Rights Issue.
In the Swedish Offering, the subscription price of NOK 0.10 shall be settled in SEK, and will be fixed at SEK 0.10, based on the European Central Bank's published exchange rate on 7 November 2024. According to the Norwegian Private Limited Liability Companies Act (the "NPLCA") regulations, settlements in a currency other than NOK are considered as an in-kind contribution, and the Board has in this respect prepared a statement in accordance with the NPLCA Section 2 -6, cf. Section 10-2, which will be confirmed by the Company's auditor, BDO AS. The Board's statement with the auditor's confirmation is available at the Company's website: www.zwipe.com.
This information is published in accordance with the requirements of the continuing obligations for issuers listed on Euronext Growth.
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at the date and time provided.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
OSLO, NORWAY and SÃO PAULO, BRAZIL – 26 November 2024 – DS4 Innovation, one of Brazil’s leading total solution providers that focuses on access control systems, Industry 4.0, industrial automation and industrial engineering applications, has signed a distribution agreement with Zwipe, a global leader in biometric technology for identification, access control and payment cards. This partnership marks a major milestone in delivering advanced biometric access solutions to the Brazilian market.
Under this agreement, DS4 Innovation will distribute Zwipe’s innovative biometric access cards across Brazil. Zwipe Access provides two-factor authentication through integrated biometrics without the need for a separate fingerprint reader. This card is easy to use and fast to deploy on existing infrastructure, without the need for a biometric database. This is a seamless and secure solution for high security environments.
“Innovation is at the heart of what we do at DS4 Innovation,” said Fábio Martins Fernandes, CEO of DS4 Innovation. “We are happy to partner with Zwipe, a leader in biometric solutions, to offer a state-of-the-art platform that enhances both identity verification and security. This partnership aligns with our commitment to provide Brazilian companies with innovative solutions that meet their needs for advanced security.”
Robert Puskaric, President and CEO of Zwipe, said, “We are excited to collaborate with DS4 Innovation, a company dedicated to connecting everyone's needs. This partnership enhances DS4 Innovation’s portfolio of innovative solutions and provides Brazilian businesses with local player to Zwipe’s pioneering biometric technology. With this collaboration, DS4 Innovation and Zwipe are set to transform access control standards, promoting a safer and more secure environment for organizations across Brazil."
About DS4 Innovation
DS4 Innovation is a company based on consolidated engineering principles and good management practices, without, however, allowing itself to be bound by rigid rules of conduct regarding the possibility of innovation. Whether it is an educational institution, industry or other entities that want to quickly pair their teams' knowledge with the latest on the market and even in research centers, we have the means to connect everyone's needs.
To know more, please visit https://ds4innovation.com.br/
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work passionately across networks of international organizations, industries, and cultures to make convenience safe and secure. We pioneer next-generation biometric card technology for payment, physical and logical access control, as well as identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, please visit http://www.zwipe.com/
OSLO, NORWAY – 07 January 2021 - The board of directors of Zwipe AS call for an Extraordinary General Meeting to be held on 28 January 2021 at 10:00 CET.
Please find enclosed the notice of the Extraordinary General Meeting.
Following the capital increase in September and November, the nomination committee and the board of directors (the "Board") in Zwipe have assessed the need for changes to the nomination committee, so that the new nomination committee may assess the need for changes to the board of directors prior to the annual general meeting in 2021.
As part of its work on proposing new candidates for election to the nomination committee, the nomination committee, consisting of Paal Raaholt, Magnus Berner and Jörgen Lantto, has been in contact with several key persons related to Zwipe. The nomination committee has been in contact with shareholders, in particular the new major shareholder Vasastaden, as well as previous major shareholder (and now second largest shareholder) Lars Windfeldt. The nomination committee has also been in contact with the Board and the company's management, prior to presenting their proposal to the Board.
Resulting from these contacts, the nomination committee proposes that a new nomination committee is elected, consisting of Niclas Eriksson (Vasastaden), Lars Windfeldt and Jörgen Lantto.
“On behalf of the Board of Directors of Zwipe, I welcome the fact that our new major shareholder Vasastaden, a renowned Swedish institutional investor, wishes to take an active role as member of Zwipe’s nomination committee through its Chairman, Niclas Eriksson. I also welcome that Lars Windfeldt, who has been a major shareholder for Zwipe since 2011, wishes to join the nomination committee as its Chairman. The fact that our two largest shareholders wish to invest their time and energy into supporting the company, besides their capital investments, is very encouraging” said Jörgen Lantto, chairman of the Board of Zwipe.
As a result of this, the Board decided to call for an Extraordinary General Meeting, and proposed the following agenda:
Opening of the general meeting by the chair of the Board. Registration of meeting shareholders
Election of a meeting chairperson and person to co-sign the minutes together with the chairperson
Approval of the notice and the agenda
Election of members to the nomination committee
Proposed decisions from the Board (extracts only, please see the attachments to the notice for the full proposals)
Matter no. 4: Election of members to the nomination committee
In accordance with the proposal from the nomination committee and the support from the board of directors, the Board propose the following new nomination committee is elected:
Niclas Eriksson
Lars Windfeldt
Jörgen Lantto
Further it is proposed that Lars Windfeldt is appointed as the chair of the nomination committee.
Notice of attendance, in person or by proxy, shall be given no later than 27 January 2021 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.
###
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For more information, please contact:
Lars Kristian Solheim, CFO
+47 991 661 35
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 16:30 CET on 7 January 2021.
Season's Greetings from André Løvestam, CEO of Zwipe
OSLO, NORWAY - 23 DECEMBER 2020 - Zwipe is enjoying strong traction in the payments industry with solid operational and commercial progress this fall and early winter.
Leading stakeholders in the global payments industry are engaging with Zwipe because of our full dedication to biometric payment solutions, and our leading technology platform, Zwipe Pay ONE. To support our global efforts, we have recruited seasoned experts, both commercial and technical, from leading companies to accelerate our mission of bringing the next generation contactless payment solutions globally.
Acceleration in partnerships and issuer engagements
Our collaboration with TietoEVRY, a leader in payment services in the Nordics and Baltics, has already proven highly effective in accelerating commercialisation of Zwipe Pay ONE. Within weeks of our go-to-market agreement we jointly secured the first pilot on Zwipe Pay ONE with OP, the largest Financial Services Group in Finland. The bank aims to bring biometric payment cards to the market after the pilot. At the same time, many more dialogues with banks are ongoing, boding well for further commercialization in Europe and beyond.
Consolidating our global delivery footprint
We continued to leverage and expand our strong global partner network. In the last six weeks alone, we consolidated our position in the Middle East significantly, cementing and finalising our technology and go-to-market partnerships with three leading players in card payments, areeba, Inkript and VeriTech. Our partners have already started to put biometric payments on the agenda of leading issuers in the Middle East. We are also gaining momentum in other fast-moving regions. During the year, we also announced five new smart card manufacturing customers (in Asia, LATAM and Europe) and some first small orders.
Continuous progress equals de-risking
Monday 21 December, Zwipe and Idemia announced that the next generation biometric card secure chip they are co-investing in, has obtained the ICCN security certificate from EMVCo, as planned. Zwipe has worldwide exclusive rights to this disruptive single-chip biometric technology which, combined with our comprehensive biometric system on card offering and our deep technical and ecosystem expertise, is what makes Zwipe the natural “One Stop Shop” for all smart card manufacturers aiming to meet the soaring demand for a more convenient, truly contact free payment experience. The ICCN certification is one important step further in de-risking our solution towards the long awaited launch in 2021.
Looking ahead
In 2020 we have experienced increased interest in biometric payment cards with commercial activities picking up and first rollouts finally commencing on certified biometric card platforms. We look forward to more such rollouts during 2021 as the now mobilized ecosystem gains pace.
Market studies from the Nordics, the UK and the United States show strong demand from consumers for safer and more secure contact-free payments. A vast majority of consumers want their next payment cards to be biometric, and 1 in 2 is even prepared to pay a meaningful fee to the issuers for all the benefits that next generation cards deliver. We seem to face a broad, mass market demand, rather than a niche market demand only. Consequently, the long-term potential of the market for biometric payment cards (BPCs) seems to be much larger than previously anticipated. The recent ABI Research report on BPCs pointed to the likely long-term scenario that biometric payment cards will eventually take over from today’s contactless cards. In fact, I believe that biometrics will be as ubiquitous in payment cards towards the end of this decade as it is in mobile phones today.
We announced the first commitment for a pilot on Zwipe Pay ONE in 2020 and expect many more to come, laying the foundations for the first commercial deployments in 2021. While COVID-19 did cause some delays across some parts of our ecosystem, we also experienced an unprecedented acceleration in our engagements with issuers and card manufacturers in H2 2020. We are confident that our continuous progress and strategic go-to-market partnerships, as well as our technological leadership in biometric payment, are laying the foundation for a long journey of value creation for our customers, our shareholders and for society at large. We remain focused on securing important commercial wins going forward.
I would like to take the opportunity to thank each valued member of my outstanding team at Zwipe for their relentless efforts and to thank our customers, partners and shareholders for their immense faith in Zwipe.
On behalf of everyone at Zwipe, I wish you all safe and happy holidays. See you all in 2021!
Here is an overview of our recent major announcements:
Zwipe strengthens organization with top payments industry talents
Zwipe and VeriTech partner to deliver next generation contactless payments in Kuwait
Swedish consumer survey shows large interest in biometric payment cards in response to COVID-19
# # #
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For further information please contact: André Løvestam, CEO, +47 991 66 135 info@zwipe.com
OSLO, NORWAY AND COURBEVOIE, FRANCE – 21 December 2020 - IDEMIA, the global leader in Augmented Identity, has obtained, as planned, the ICCN security certificate from EMVCo, for the next generation biometric card secure chip, for which ZWIPE has secured worldwide distribution rights[1].This is a major step forward in delivering on our joint vision of an affordable biometric card for all.
In a context where global demand for contactless payments is booming, biometric cards are best placed to ensure secure, hygienic and convenient payments. The exclusive partnership and distribution agreement between IDEMIA and ZWIPE aims to promote biometric card as the reference for tomorrow’s contactless payments.
The ICCN[2] security certificate is a key milestone towards the next generation biometric card and confirms IDEMIA's outstanding expertise in the field of payments and biometrics. Our biometric payment chip complies with the most demanding performance and security criteria for a safe and convenient payment experience.
Ready-to-roll-out in the second half of 2021, the new generation biometric cards, FCODE Gen2 for IDEMIA, and the ZWIPE Pay ONE technology platform for ZWIPE, will deliver state-of-the art performance and security, as per market and schemes requirements. IDEMIA leverages its unique combination of payment, biometrics technologies and expertise to drive adoption, and accelerate market growth together with ZWIPE.
“With this new generation of biometric cards, we want to shape the future of payment and to offer an unparalleled and affordable technological experience, accessible to all. We are proud that IDEMIA's cutting-edge technology can deliver a new, more secure user experience to the market. Our ambition is to make biometric card a reality and more than ever, we are on the right track”, said Amanda Gourbault, IDEMIA’s Executive Vice-President Financial Institutions.
“The ICCN security certificate from EMVCo is an important step towards offering ZWIPE Pay ONE to our global customer network. This disruptive biometric technology platform, combined with our deep technical and market expertise, is what makes ZWIPE the natural One Stop Shop for all smart card manufacturers aiming to meet the soaring demand from issuers and consumers for a more convenient, truly contact free payment experience”, said André Løvestam, CEO of ZWIPE.
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About ZWIPE
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free.
To learn more, visit www.zwipe.com / Follow @zwipe on Twitter
For further information, please contact André Løvestam, CEO, +47 991 66 135 / ir@zwipe.com
About IDEMIA
IDEMIA, the global leader in Augmented Identity, provides a trusted environment enabling citizens and consumers alike to perform their daily critical activities (such as pay, connect and travel), in the physical as well as digital space.
Securing our identity has become mission critical in the world we live in today. By standing for Augmented Identity, an identity that ensures privacy and trust and guarantees secure, authenticated and verifiable transactions, we reinvent the way we think, produce, use and protect one of our greatest assets – our identity – whether for individuals or for objects, whenever and wherever security matters. We provide Augmented Identity for international clients from Financial, Telecom, Identity, Public Security and IoT sectors. With close to 15,000 employees around the world, IDEMIA serves clients in 180 countries.
For more information, visit www.idemia.com / Follow @IDEMIAGroup on Twitter
Press contact: Hanna Sebbah, idemia@havas.com /+33 (0) 6 63 73 30 30
[1] IDEMIA and ZWIPE partner to offer a disruptive biometric payments card platform, September 2019
[1]IDEMIA, ZWIPE and IDEX achieve key milestone towards next generation biometric card platform, April 2020
[2] ICCN: Integrated Circuit Certificate Number, a unique number that identifies the EMVCo compliance certificate for an IC
OSLO, NORWAY – 08 December 2020 – Zwipe, a leading biometric fintech company, is pleased to confirm that it has appointed John Goodale, formerly Senior Vice President, Sales Operations at TSYS International, as its new Chief Sales Officer, Andy Saines, formerly Sales Director at Giesecke + Devrient, as VP Key Accounts and Anders Bigseth, formerly PR Lead at Huawei Norway, as VP Marketing and Communications.
Mr. Goodale joins Zwipe in January 2021 after spending nearly two decades at TSYS, one of the world’s largest payments processors, serving in a variety of senior business development roles where his business acumen, coupled with his technical knowledge, has enabled him to develop compelling sales propositions and win new business across a broad portfolio of financial products and services all over the world. Mr. Goodale will lead Zwipe’s engagement and conversion efforts with smart card manufacturers, while also supporting engagement with issuers and selected go-to-market partners to further strengthen Zwipe’s position in the global biometric payments market.
Mr. Saines joins Zwipe from January 2021 from Giesecke + Devrient Mobile Security, one of the world’s largest card manufacturers, where he served for nearly five years as UK Sales Director. Before that, he spent 18 years at Entrust Datacard, of which the last 5 years were as EMEA Sales Director. He brings with him extensive smart card industry experience and deep knowledge of card issuance solutions. As VP of Key Accounts, Mr. Saines will be responsible for driving deeper relations and business with strategic accounts.
Mr. Bigseth joined Zwipe as of 1 December 2020 with an award-winning background in public relations and communications, serving in a variety of senior communication positions at DNB, Teller (formerly Visa Norway), Telia and most recently Huawei, where he led public relations efforts in Norway. As VP Marketing and Communications, Mr. Bigseth will utilize his extensive communications experience and media network to further Zwipe’s strong position within the fast-growing segment of next generation contactless payments.
“The biometric payments marketplace is evolving quickly, and we see a strong increase in the demand for Zwipe’s products and services globally. I am delighted that we have been able to attract such qualified and talented new team members from such prominent companies. This is a testament to our strong position and future outlook,” said André Løvestam, CEO of Zwipe.
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OSLO, NORWAY and KUWAIT CITY, KUWAIT – 03 December 2020 – Biometric fintech company Zwipe and VeriTech, the leading payment and banking technology solutions provider in Kuwait, have partnered to address the growing demand for biometric payment solutions in Kuwait and across the Middle East.
VeriTech is the market leading provider of EMV payment card personalization, self-service kiosks, POS and Mobile NFC and Host Card Emulation to banks in Kuwait. Its vision is to be acknowledged as the trusted banking and payment distributor of leading next generation payment solutions across EMEA, whilst exceeding its partners and stakeholders’ expectations.
Speaking on the partnership Shakeel Khokhar, CEO of VeriTech, said “Kuwait has been a test bed and early adopter of innovative payment offerings for many years. Having seen firsthand other solutions in the market, we are excited to embrace Zwipe Pay ONE as our preferred biometric payment card product,” adding “the urgency with which issuers are demanding more contact-free payment alternatives is really driving interest and investment in this area with some of the largest banks in the region who we count as customers.”
Through this partnership, Zwipe will provide key components for the Zwipe Pay ONE biometric payments platform and take lead on providing advisory services directly to banks and card issuers focusing on user experience in close collaboration with VeriTech.
“This partnership is another big step forward for Zwipe in driving our continued expansion in the Middle East where we have a strong network of technology partners in place. Working closely with VeriTech, we will be harnessing both companies’ unique technology, product and market assets, including VeriTech’s close relationships with leading banks in Kuwait, to offer innovative biometric payment solutions” said André Løvestam, CEO of Zwipe.
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OSLO, NORWAY– 23 November 2020 – Biometric fintech company Zwipe confirms that its Zwipe Pay ONE platform will be incorporated in the recently announced market pilot with TietoEVRY and OP Financial Group. OP is Finland’s largest financial services group offering banking, non-life insurance and wealth management services for over four million customers. TietoEVRY is the leading provider of software and digital banking services and a leader in card payment services in Nordic & Baltic region. Subject to a successful pilot, OP will consider launching biometric payment cards.
See announcement from TietoEVRY here.
Based on a disruptive single silicon payment platform, Zwipe Pay ONE is a first-of-its-kind solution delivering superior energy efficiency and excellent biometric performance at highly competitive prices.
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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 09:20 CET on 23 November 2020.
OSLO, NORWAY – 19 November 2020- The share capital increase of 1,000,000 new shares in Zwipe AS, as resolved by the board of the company on 28 October 2020, has today been registered in the Norwegian Register of Business Enterprises. The new share capital is NOK 3,290,657.60, and the new number of shares and votes is 32,906,576.
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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, at 10:00 CET on 19 November 2020.
OSLO, NORWAY – 29 October 2020 –
Reference is made to the stock exchange announcement from Zwipe AS dated 28 October 2020 regarding the final results of the subsequent offering, and the allocations of offer shares that were made to primary insiders.
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act
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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: Lars Kristian Solheim, CFO, +47 991 66 135 ir@zwipe.com
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.
