OSLO, NORWAY and LES PAILLES, MAURITIUS – 16 JULY 2021 – Biometric fintech company, Zwipe and ICPS, a leading international card payment processor and card personalization bureau, are partnering to bring Zwipe Pay ONE enabled biometric payment cards to banks across Africa and Asia.
The COVID-19 pandemic has boosted the use of contactless technology and ultimately the need for consumers and businesses to make higher-value payments using contactless cards. However, the contactless limit increase for payments also posed a higher risk for users without an additional layer of security.
ICPS and Zwipe have partnered to bring biometric payment cards enabled with fingerprint sensors. With a fingerprint sensor embedded in the card, consumers will now benefit from an extra layer of security with no need to enter a PIN code on the POS terminal.
Zwipe will provide the complete Zwipe Pay ONE package comprising Biometric ISO contact plate module, Passive inlay, Fingerprint sensor, OS license and enrollment sleeves. As part of this collaboration, both companies will work closely to promote the disruptive Zwipe Pay ONE enabled biometric payment cards for ICPS’ issuers in Africa and Asia.
“As a provider of innovative payment services in the African continent, we pride ourselves in delivering future proof innovations. Together with Zwipe we will bring a new payment solution that will help financial institutions to differentiate their services, provide safer and much more secure payment solutions and uplift customer loyalty. Zwipe is a well-regarded technology brand in the biometric payment space and we are very happy to join forces with them”, said Khevin Seebah, CEO at ICPS.
ICPS has a portfolio of more than 30 clients based in 22 countries in Africa and Southeast Asia. The company, which is based in Mauritius, provides payment processing and consultancy services for banks, financial institutions, and telecom operators. ICPS hosts more than six million cards, drives over 600 ATMs and 11,000 point of sale terminals, and processes over 10 million transactions on its platform each month.
André Løvestam, CEO of Zwipe said: “We are delighted to collaborate with ICPS and bring the next generation of contactless payment cards to banks in Africa and Asia. ICPS’ strong position among financial institutions across Afica and Asia, and Zwipe’s disruptive technology and deep expertise within biometric payment cards, will create a strategic foundation for a mutually rewarding partnership.”
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About ICPS
Founded in 2008, ICPS a subsidiary of the HPS Group, the latter being a leading global cards and payments technology provider serving 450 issuers and acquirers in 90 countries across five continents. Based in Mauritius, the firm provides payment-processing services for banks, financial institutions and telecom operators. It currently has a rich portfolio of more than 30 clients in 22 countries in Africa and Asia, which includes some of the world’s leading banks. ICPS activity covers hosting of more than six million cards, driving of more than 600 ATMs and 11,000 point of sale terminals, and processes more than 10 million transactions each month.
To learn more, visit https://www.icps.mu/
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing technology to 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:
Mr. André Løvestam, CEO, +47 991 66 135 info@zwipe.com
ICPS Sales team businessdevtraining@icps.mu
Summer Greetings from André Løvestam, CEO of Zwipe
OSLO, NORWAY - 9 JULY 2021
Dear stakeholders of Zwipe,
Through the first half of 2021, our global payment ecosystem of Smart Card Manufacturers, Payment Processors, Banks and Go-to-market Partners has continued to expand at a rapid pace, further strengthening our foundation for future market success. In these challenging times, our growing team of competent and passionate Zwipers, spanning 14 different nationalities in nine countries across three different continents and five time zones from Colorado Springs to Singapore, has demonstrated exceptional teamwork with a solid focus on customers. I am delighted to share that the interest in biometric payment cards based on Zwipe technology, which deliver a more convenient, secure and safe means to pay, has never been stronger. The voices of consumers captured by Zwipe in the UK, USA, Canada, Sweden, Norway and Romania since August last year are encouraging and consistent with similar findings from card schemes and other industry players.
Entering the Indian subcontinent and APAC region
In the first half of 2021, we announced six new Smart Card Manufacturers into our ecosystem:
Together, these manufacturers deliver around 200 million payment cards annually. In addition, we extended and expanded our partnership with TAG Systems, who delivers 100 million payment cards annually. Looking forward, it is great to see that our SCM and processor and issuer pipelines continue to grow.
The encouraging developments with card manufacturers received a big boost when Asia’s largest payment processor, Financial Software and Systems (FSS) embraced our next-generation payment cards platform based on Zwipe Pay ONE technology. FSS manages over 800 million cards, and we are now working with them to bring our ground-breaking innovation globally. We also strengthened our regional presence by appointing Masterline and Sonali Intellect Ltd. as our business development partners in India and Bangladesh, respectively.
Acceleration in the MENA Region and Europe
Middle East and North Africa (MENA)
On the back of growing demand for biometric payments cards in the MENA region, Network International (NI), providing payment services to over 200 banks in Middle East and Africa, and Middle East Payment Services (MEPS), a leading payment service provider in the Levant region, entered new partnerships with Zwipe. NI and MEPS have boosted our reach and delivery capabilities in the MENA Region, on top of our already strong network of prominent partners in the region, notably Masria Digital Payments, Inkript, areeba and Veritech. To effectively serve our growing partner network and issuers, we appointed Ramzi Saboury as the General Manager for the MENA region. Ramzi brings over 26 years of experience and network in payment services in MENA from leadership roles in Kuwaiti banks, VISA and areeba.
Europe and the UK
In the past few months, we have seen an increasing in-flow of interest from card manufacturers in multiple regions, most notably in Europe. The same can be said for issuer engagements that come through our Processor Partners and Card Manufacturers in Europe, especially in the UK and Nordics. This is proof that our “Megaphone” partner strategy works! Swedish fintech VOPY, providing embedded financial services to clients globally, and France-based payment service provider, be ys Pay, selected Zwipe Pay ONE (ZPO) cards for their ssuers, aiming to pilot Zwipe Pay ONE this year. Both these developments came within months of OP Bank’s decision to pilot with cards based on the Zwipe Pay ONE platform togheter with our Go-to-market partner, TietoEVRY. OP is Finland’s largest financial services group and serves over four million customers.
Delivery of Zwipe Pay ONE on track
We had strong progress in the development of Zwipe Pay ONE, the world’s first Single Silicon based biometric payment platform offered to card manufacturers globally. In April 2021, we demonstrated our enrollment solution and touch-free payment transactions above the transaction cap at a Point-of-Sales terminal with test keys to emulate fully EMV authorized and authenticated transactions in a live environment. The feedback from the market was very positive as everyone could see how these cards quickly and reliably provide a considerable boost to user experience and security.
In fact, we have now passed most critical milestones and major risk points,with only piloting and certification left before commercialization in mass volumes.
Next steps – pilots and certification
Apart from pilots planned from late this quarter, certification will represent the last milestone before commercialization. We have already performed pre-tests at accredited test labs with excellent results.
We are now working closely with the card schemes to secure these processes, which will be explained in detail during our H1 2021 reporting on 26 August. In the coming weeks, we will start handing out Zwipe Pay ONE demo cards to issuers and partners and continue to help them prepare for commercial launches.
Zwipe 2.0
Last, but not least, H1 2021 has seen further strengthening of our team across all functions – commercial, technical, operational and regional. We have engaged every Zwiper in developing and honing our Winning Team Culture, with our Core Values driving us to be Innovative, Collaborative, Adaptable and Passionate. Each recruitment is intended not only to add capacity, but also to uplift our team. I am also pleased to see further strengthening of our board.
I take this opportunity to thank each member of the Zwipe team for their remarkable effort and passion to our mission of Making Convenience safe and secure. My thanks also go out to all our customers, partners, and shareholders for sharing this mission as strongly as every Zwiper.
I wish each one of you a very safe and happy summer ahead!
OSLO, NORWAY and AMMAN, JORDAN – 24 JUNE 2021 – Biometric fintech company Zwipe and Network International Services Limited Jordan PSC (NI) have decided to collaborate to address the growing demand for biometric payment solutions in the Levant region.
The Network International Group is the leading enabler of digital commerce across the Middle East and Africa (MEA). It provides a robust suite of payment products and services that are on the cutting-edge of technology development. In 2020, Network processed over 750 million payment transactions for more than 200 financial institutions, 80,000 merchants and over 16 million cards.
Speaking on the collaboration, Amjad Al-Sadeq, Regional President – Levant at Network International Services Limited Jordan PSC, said: “COVID-19 has accelerated a mega-shift in our region towards more secure and hygienic payments. We are confident that our issuer clients and consumers will embrace biometric payment cards as they provide an excellent check-out experience with much higher security. Zwipe Pay ONE cards will enrich our payment portfolio and further reinforce our innovation leadership.”
Zwipe will provide Network International with technical support and services for the implementation of Zwipe Pay ONE biometric cards including deliveries to the issuers. The Zwipe Pay ONE-powered cards will be delivered by one of Zwipe’s certified smart card manufacturers in the region.
“The Levant is a key growth market for Zwipe in the Middle East and Africa (MEA) region. Network International is the largest player in this vast region, and their strong relations with many prominent banks across the Middle East and Africa will be a significant complement to Zwipe’s technology leadership. We are honored to work with Network International to accelerate the deployment of biometric payment cards,” said Ramzi Saboury, General Manager for Zwipe in the MENA region.
For further information please contact: André Løvestam, CEO, +47 991 66 135 info@zwipe.com
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About Network International
Network International comprises of a group of companies and is the leading enabler of digital commerce across the Middle East and Africa (MEA) region, providing a full suite of technology-enabled payments solutions to merchants and financial institutions of all types and sizes, including acquiring and processing services and a comprehensive ever-evolving range of value-added services.
Network International Holdings Plc is the holding company for Network International and the group companies.
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 and 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
OSLO, NORWAY and DHAKA, BANGLADESH – 18 JUNE 2021 – Biometric fintech company Zwipe has appointed Sonali Intellect Limited as its sales and strategic business development partner to accelerate the adoption of biometric payment cards in Bangladesh. With 166 million inhabitants and a fast growing base of 22 million payment cards (credit cards grew 50% between 2019-20), Bangladesh represents a strategic growth opportunity for both partners.
For almost a decade, Sonali Intellect Limited (SIL) has been leading the modernization of the largest banks of Bangladesh, notably Sonali Bank and Rupali Bank. SIL delivers cutting edge financial technology solutions to Banking, Financial Services, and Insurance sectors in Bangladesh. SIL’s portfolio comprises Card Management Systems, Core Banking (Conventional and Islamic), Trade Finance, Treasury, Cash and Liquidity Management, Supply Chain Finance, Contact Centre, Brokerage and Wealth Management. Today, the SIL platform serves 2 banks, 1806 branches and 25.4 million end users.
"We are excited to partner with Zwipe and bring their ground-breaking payment innovation in Bangladesh. Biometric Payment Cards, due to their state-of-art security and world-class user experience will play a key role in fighting fraud, driving digital inclusion, and ensuring a seamless checkout experience for consumers. We have already started engaging with many key banks in the market and their early feedback has been encouraging”, says S.M. Jahangir Akhter, CEO of SIL.
As part of the collaboration both companies will work closely to help banks, card personalization bureaus and processors in Bangladesh to support Zwipe Pay ONE cards with the ambition to deliver pilots later this year.
Commenting on the sales partnership, André Løvestam, CEO of Zwipe, says, "We are glad to partner with Sonali Intellect Limited. Their local market insights, deep relations with issuers and strong track record of innovation in financial services have already proven effective and align well with our expansion plans in high growth, high potential markets, such as Bangladesh. SIL has uncovered and demonstrated real market interest in Bangladesh, and we will collaborate closely to help the issuers pilot and roll out Zwipe powered biometric payment cards”.
For further information, please contact: André Løvestam, CEO, +47 991 66 135 info@zwipe.com
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About Sonali Intellect Limited
Sonali Intellect Limited, a financial technology solution provider, was incorporated as a joint venture company in 2012 by Intellect Design Arena Limited (erstwhile ‘Polaris FT Limited’) - a leading global financial technology group and Sonali Bank Ltd.- largest State Owned bank to deliver high quality IT solutions.
Sonali Intellect Limited provides cutting edge financial technology solutions to Banking, Financial Services and Insurance sectors in Bangladesh. Sonali Intellect Limited has adapted the best practices around software product development, delivery and implementation from Intellect Design Arena Limited. It is also backed by Intellect Design Arena Limited’s global experience and world-class management practices.
On the other hand, it has full-fledged development and support center in Bangladesh maintained by experienced local resources. These enable Sonali Intellect Limited to provide world-class solution and support services from its local development center to its customers in Bangladesh.
The company is leading the modernization of the largest bank of Bangladesh- Sonali Bank Limited and Rupali Bank Limited.
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
OSLO, NORWAY and DHAKA, BANGLADESH – 16 JUNE 2021 – Biometric fintech company Zwipe and Silkways Card & Printing Ltd (Silkcard), a leading provider of payment cards in Bangladesh, are partnering to bring biometric payment cards enabled by Zwipe Pay ONE technology to financial institutions and card issuers.
Silkcard is a fully functional EMV certified smart card manufacturer and personalization bureau with more than 15 years of experience in card production and personalization. It delivers a variety of cards to banking and retail customers in Bangladesh and abroad. Currently it delivers over 12 million payment cards annually.
“Biometric Payment Cards is a high-impact initiative and the future of contactless payments, lifting safety and convenience to a completely new level for our issuer customers and consumers alike. We see Zwipe Pay ONE as the state-of-the-art technology on biometric payment cards and look forward to a close collaboration with Zwipe,” says Sk Farid Ahmed, Managing Director of Silkways Card & Printing Ltd.
As part of the collaboration, Zwipe will deliver the Zwipe Pay ONE technology platform and expert guidance to help Silkcard manufacture and personalize biometric card payments for issuer clients. Silkcard will also work with Zwipe in commercializing biometric payment solutions in Bangladesh, helping the banks through all stages of pilot, launch and mass market rollout.
“We are very pleased to partner with Silkcard, one of the strongest providers in Bangladesh. With a population of over 166 million and an economy growing over 7% per year, this market represents significant growth potential for our innovation from security, financial inclusion and innovation perspectives. Together with Silkcard we will bring next-generation contactless payment cards in this fast-growing market,” says André Løvestam, CEO of Zwipe.
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About Silkways Card & Printing Ltd
Silkways card & printing Ltd (Silkcard) is a pioneering venture for manufacturing & personalization of smartcards in Bangladesh with its state-of-the-art production facility located at the heart of Dhaka, Bangladesh. The vision of Silkcard is to comply with the ethical standards in business operations, financial disclosures, accountability and legal compliance. To learn more, visit www.silkways.net/silkcard
For further information please contact: Sk. Farid Ahmed Manik, MD, +88 01711 527359
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 AMMAN, JORDAN – 2 June 2021 – Middle East Payment Services (MEPS), a leading regional one-stop-shop for payment services and products, is partnering with biometric fintech Zwipe to bring next generation contactless payment cards in the Middle East and North Africa (MENA) region.
MEPS is a principal issuer and acquirer of payment cards in Jordan, Iraq, Palestine, and provides card issuance services to 27 financial institutions in this territory. The two organizations will collaborate closely, offering a more seamless and secure payment solution to customers by combining MEPS’s Issuance Platform and the Zwipe Pay ONE biometric card platform, supported by Zwipe’s card manufacturing partners in the MENA region.
Commenting on the partnership Ali Abdel Jabbar, Chief Executive Officer at MEPS, said “We are delighted to take this big step with Zwipe, a well-known technology brand in biometric payments. The disruptive Zwipe Pay ONE platform based on “single silicon” design will help us to uplift our end-to-end payments offering to our bank clients in the region. Zwipe Pay ONE is recognized as the most advanced (Gen3) biometric payment technology and complements MEPS’ innovative card portfolio. We are aiming to make it available for our clients for piloting and commercial deployment during H2 2021”.
As part of this collaboration, MEPS will offer Zwipe Pay ONE biometric payment cards with primary focus on Jordan, Iraq and Palestine. Both partners will start engaging with issuers from Q2 2021. “MEPS is one of the pioneers in delivering innovative payment solution in the MENA region. We are very pleased that MEPS will deliver its next generation payment cards based on the Zwipe Pay ONE platform. This collaboration will further strengthen our footprints in the MENA region and accelerate the deployment of Zwipe Pay ONE in one of the world’s most dynamic markets for digital payments,” said Ramzi Saboury, General Manager for Zwipe in the MENA Region.
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About MEPS
Middle East Payment Services (MEPS), founded in 2009, is a Principal Issuer and Acquirer of Visa, MasterCard, and UnionPay, with presence in Jordan, Iraq, and Palestine. The company offers financial institutions, merchants, and corporations, a complete range of secure payment solutions in card issuance / hosting, payment processing, alternative payments, ecommerce acquiring, point-of-sale (POS) acquiring, ATM driving and management, and customized value-added services adhering to PCI Data Security Standards (PCI DSS). MEPS is owned by 10 Jordanian and regional banks.
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 – 2 June 2021 – In accordance with the mandate given at Zwipe AS’s annual general meeting on 19 May 2021 to the board of directors (“the Board”) to issue new options to the company’s employees under the company's existing long-term incentive program, the Board has resolved to issue 220,000 new share options to primary insiders.
The strike price was set at NOK 30.13 in accordance with established principles in the program.
The following primary insiders in the Company have been granted additional share options by the Board:
The existing share-based incentive program covers employees and members of the Board. Each option gives the holder the right to acquire one share from the company at a strike price defined in the individual share option agreement. All options are conditional that the grantee remains employed. All vested options may be exercised in any period prior to the expiry date. The options vest every 6 months over 3 years from grant date and may be exercised at vesting. The share-based incentive program is dedicated for allocation to company management and employees, whereby they may be offered the opportunity of participating in a value growth in company shares. This is expected to lead to an increase in interest in the company’s value development.
Until the AGM in 2022, the Board is authorized to issue up to 2,306,319 options, of which a total of 1,911,000 options have now been issued.
Primary insider notifications pursuant to article 19 of the market abuse regulation are linked to from the document:
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This information is subject to the disclosure requirements in Regulation EU 596/2014 article 19 number 3 and 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 Market Oslo 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 23:30 2 June 2021.
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For more information, please contact:
Lars Kristian Solheim, CFO
+47 991 661 35
lars.kristian@zwipe.com
Correction of Annual General Meeting minutes published 19 May - Corrected name Board of Directors:
OSLO, NORWAY– 19 May 2021 – The Annual General Meeting in Zwipe AS (Company) was held today. All proposed resolutions were approved unanimously in accordance with the call for the meeting. The minutes of Annual General Meeting are included as an attachment. The complete proposal, which was approved by the Annual General Meeting, is available on www.zwipe.com for further reference. The attendants of the AGM represented 27.3% of the votes in the company.
The following matters were reviewed and confirmed:
Approval of the annual report and financial statements for 2020:
The board’s proposal for the annual report and the financial statements for 2020 for the Company and the group were unanimously approved.
Election of members to the Board of Directors:
The following persons were unanimously elected to as the new Board of Directors:
Jörgen Lantto, Chairman of the board
Diderik Schonheyder
Johan Biehl
Dennis Jones
Stina Granberg
Tanya Juul Kjaer
Remuneration to the members of the Board of Directors and the members of the Nomination Committee
Remuneration to the Board members for the period from the AGM in 2021 until the AGM in 2022 were unanimously approved as follows:
Chairman of the Board: NOK 260,000,-
Members of the Board: NOK 130,000,-
No remuneration to the members of the Nomination Committee was resolved.
Board authorizations to increase the share capital and instructions to the Board regarding use of the authorization to increase the shares capital to strengthen the Company's equity
The Board proposed that two new authorizations for the Board on capital increases are issued, (i) to fulfil the Company's incentive program and (ii) to cater for strengthening of the Company's equity (extract, please see the attachment to the notice for the complete proposal).
i. Authorization for capital increase to fulfill the Company's incentive program
The Annual General Meeting resolved that the Board is hereby granted authorization to increase the share capital of Zwipe AS (the Company), on one or several occasions, with up to NOK 230,631.90 (2,306,319 new shares), equivalent to 7 % of the registered share capital at the time of this resolution. The authorization shall remain in force until the end of the annual general meeting 2022, however not beyond 30 June 2022. The pre-emptive right of the shareholders to subscribe may be set aside.
ii. Authorization for capital increase to strengthen the Company's equity
The Annual General Meeting resolved that the General Meeting granted a new authorization to the Board to issue shares corresponding to up to 15% of the share capital, and the new authorization shall be restricted to issue of shares to strengthen the Company's equity to the extent the Board considers this to be in the Company's best interest at the given time.
The authorization shall remain in force until the end of the annual general meeting 2022, however not beyond 30 June 2022. The pre-emptive right of the shareholders to subscribe may be set aside.
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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 Euronext Growth Market Oslo and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0)8528 00 399. The information was submitted for publication, through the agency of the contact person set out below, on May 20, 2021 at 09:15 CEST
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 contact: André Løvestam, CEO, +47 991 66 135 info@zwipe.com
OSLO, NORWAY– 19 May 2021 – The Annual General Meeting in Zwipe AS (Company) was held today. All proposed resolutions were approved unanimously in accordance with the call for the meeting. The minutes of Annual General Meeting are included as an attachment. The complete proposal, which was approved by the Annual General Meeting, is available on www.zwipe.com for further reference. The attendants of the AGM represented 27.3% of the votes in the company.
The following matters were reviewed and confirmed:
Approval of the annual report and financial statements for 2020:
The board’s proposal for the annual report and the financial statements for 2020 for the Company and the group were unanimously approved.
Election of members to the Board of Directors:
The following persons were unanimously elected to as the new Board of Directors:
Jörgen Lantto, Chairman of the board
Dorian Barak
Johan Biehl
Dennis Jones
Stina Granberg
Tanya Juul Kjaer
Remuneration to the members of the Board of Directors and the members of the Nomination Committee
Remuneration to the Board members for the period from the AGM in 2021 until the AGM in 2022 were unanimously approved as follows:
Chairman of the Board: NOK 260,000,-
Members of the Board: NOK 130,000,-
No remuneration to the members of the Nomination Committee was resolved.
Board authorizations to increase the share capital and instructions to the Board regarding use of the authorization to increase the shares capital to strengthen the Company's equity
The Board proposed that two new authorizations for the Board on capital increases are issued, (i) to fulfil the Company's incentive program and (ii) to cater for strengthening of the Company's equity (extract, please see the attachment to the notice for the complete proposal).
i. Authorization for capital increase to fulfill the Company's incentive program
The Annual General Meeting resolved that the Board is hereby granted authorization to increase the share capital of Zwipe AS (the Company), on one or several occasions, with up to NOK 230,631.90 (2,306,319 new shares), equivalent to 7 % of the registered share capital at the time of this resolution. The authorization shall remain in force until the end of the annual general meeting 2022, however not beyond 30 June 2022. The pre-emptive right of the shareholders to subscribe may be set aside.
ii. Authorization for capital increase to strengthen the Company's equity
The Annual General Meeting resolved that the General Meeting granted a new authorization to the Board to issue shares corresponding to up to 15% of the share capital, and the new authorization shall be restricted to issue of shares to strengthen the Company's equity to the extent the Board considers this to be in the Company's best interest at the given time.
The authorization shall remain in force until the end of the annual general meeting 2022, however not beyond 30 June 2022. The pre-emptive right of the shareholders to subscribe may be set aside.
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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 Euronext Growth Market Oslo and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0)8528 00 399. The information was submitted for publication, through the agency of the contact person set out below, on May 19, 2021 at 16:30 CEST
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 contact: André Løvestam, CEO, +47 991 66 135 info@zwipe.com
SCAP becomes a distributor for Zwipe and creates the first starter pack in French for Zwipe Access, the biometric Access control card.
OSLO, NORWAY and VAULX EN VELIN, March 27, 2024 – Zwipe A.S., a company listed on the stock exchanges of Oslo and Stockholm, a pioneer and world leader in the development of biometric technology on cards for identification, access control and payment, has teamed up with SCAP, the leading distributor of access control cards and readers in France, focusing on providing advanced security RFID solutions, to introduce the innovative "biometric system-on-card" to SCAP's customers in France.
SCAP's customer base spans across the entire security industry in France, including physical and logical access system manufacturers, installers, integrators as well as corporations in various industries, including airports, transportation, healthcare, data centers, critical infrastructure, manufacturing, government, and education.
As a testimony of SCAP commitment and to fulfil immediate demand from early adopters, SCAP has placed its first purchase order to Zwipe already and launched the first Zwipe Access starter pack in French language.
Zwipe Access utilizes state-of-the-art biometric capture and matching technology to securely store the cardholder’s encrypted fingerprint template directly within the card’s smart chip during issuance. This integration seamlessly aligns with the requirements of SCAP’s customers, allowing them to integrate biometric verification swiftly, securely, and cost-effectively into their existing security infrastructure.
According to Pierre Yves Dudal, president of SCAP, “In today’s highly secure EU requirements for working environment, having easy access to the latest access technologies is critical for all strategic or sensitive sites. The biometric card provided by Zwipe brings breakthrough ID card technologies to existing identification systems for the next generation of physical and logical access.”
“We are happy to partner with SCAP, a leading advanced security solution distributor. We look forward to developing and strengthening the relationship with the French security market thanks to our local expertise and support, as well as supporting SCAP to deliver best- in-class customization and logistic for access control solutions integration partners globally,”, says Robert Puskaric, President and CEO of Zwipe.
About SCAP
For over two decades, SCAP has been a trusted authority in identification and security solutions. SCAP's extensive experience in RFID cards and readers and close collaboration with the security installers have allowed SCAP to rigorously test and refine SCAP's product range.
SCAP specializes in a wide array of RFID technologies, from the basic Prox 125 kHz and EM/TEMIC to the more sophisticated 13.56 MHz, MIFARE DESfire® EV3, HID iCLASS, SEOS, and beyond. In addition to standard formats, SCAP offers customized encoding options. SCAP's badges come also in combination with the appropriate RFID readers. SCAP is member of SELEPSO Group.
For more information, visit www.scap.name
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: www.zwipe.com
OSLO, NORWAY – 26 March 2024 – Zwipe AS ("Zwipe" or "the company") has today released its Annual Report 2023, including the Board of Directors report and financial statements. The report and annual accounts were approved by the Board of Directors after the close of business on 25th of March 2024. The 2023 Annual Report is attached to this release and available at https://www.zwipe.com/investors/reports.
OSLO, NORWAY – 22 February 2024 – Zwipe AS ("Zwipe" or "the company") today announces its results for the first half of 2023.
Highlights H2 2023
Significant events after the period
H2 2023 operational review
Commenting on the second half of 2023, Zwipe CEO Robert Puskaric says, “Despite our many go-to-market partnerships around the globe and 50+ dialogues with issuers, market adoption of biometric payment cards in 2023 simply did not happen as Zwipe or anyone else in the industry expected. Issuers continue to be slow-moving meaning that commercial orders from our SCM customers and revenues for Zwipe Pay were far lower than anticipated at the start of the year.”
Progress in Zwipe Access has been much more positive, with Puskaric continuing, “Much more optimistically, we have seen considerable interest in biometric access control technology throughout 2023. Across the USA and Europe, we have more than 35 Zwipe Access go-to-market partnerships, and these partners are currently carrying out more than 65 proofs of concept.” These proofs of concept (“PoCs”) of Zwipe Access technology include end-user enterprises including Fortune 100 companies, Top 3 cloud service providers, healthcare facilities, airports, data centers, government agencies, and critical infrastructure operators. These PoCs are expected to translate into commercial orders and meaningful revenue in the short term, with an additional, powerful growth catalyst deriving from the EU NIS2 Directive on cybersecurity requirements in critical infrastructure sectors.
In the USA, Zwipe Access completed a critical operational test and evaluation by National Safe Skies Alliance, Inc. (Safe Skies) at Richmond International Airport (RIC) early in 2024. The Safe Skies team’s report offers a positive assessment of Zwipe Access technology in airports and is expected to motivate airports across the Americas to evaluate Zwipe Access technology. Zwipe continues to make positive progress with our key GTM partners including Schneider Electric, MC Dean, Matrix Systems and NCS in the Americas and in AWT, Assa Abloy, Certego and others in Europe.
Fundraising and new strategic direction
The negative developments in Zwipe Pay and positive developments in Zwipe Access during the second half led to our January 2024 announcement of a new strategic direction for Zwipe, which will see the company focus our resources almost exclusively on commercialization of Zwipe Access where the near-term commercial opportunity is clear.
Just before the January 2024 announcement, Zwipe completed a rights issue in December 2023 raising NOK 35 million in gross capital, with additional capital possible from an exercise of warrants in December 2024. Funds raised in addition to cash on hand will now be directed primarily to accelerating Zwipe Access commercialization, with substantially less required to support additional technology development or supply chain purchases associated with Zwipe Pay. When combined with the June 2023 restructuring, Zwipe expects operational costs to be more than NOK 40 million lower than in 2023. Total cash flow over the coming two years is also expected to be more than NOK 40 million better than if Zwipe had continued to focus on both business lines, giving Zwipe longer runway and greater financial flexibility. These decisive actions alongside funds raised from the rights issue should put Zwipe on a path towards cashflow breakeven, which we hope to reach in 2025.
H2 2023 financial review
Zwipe reported total revenues of NOK 1.2 million during H2 2023, lower than the NOK 3.1 million reported in H2 2022 and the NOK 1.7 million reported in H1 2023. Total operating expenses totalled NOK 44.6 million in H2 2023, down NOK 15.1 million compared to H2 2022, and down NOK 12.9 million compared to the first half of 2023. The above resulted in net income for H2 2023 of NOK -43.9 million, substantially better than NOK -57.1 million reported in H2 2022 and NOK -56.1 million in H1 2023.
Total net cash flow for H2 2023, including cash flow from financing and investing activities, was NOK -33.7 million compared to NOK -59.3 million in H2 2022.
On 31 December 2023, cash and cash equivalents were NOK 42.2 million, compared to NOK 50.5 million on 31 December 2022 and NOK 76.0 million on 30 June 2023. With the remaining outstanding funds from the rights issue of NOK 24.4 million received in early January 2024, the effective “turn of year” cash position was NOK 66.6 million.
Going forward
Zwipe’s priorities for 2024 all involve accelerating Zwipe Access commercialization and maximizing Zwipe’s financial flexibility:
Results presentation
CEO Robert Puskaric and CFO Hugo Petit will present the H2 2023 results by webcast today, February 22nd, at 13:00 CEST.
Webcast details:
Date: 22 February, 13.00 CET
Format: webcast and Q&A
Language: English
Link: https://app.webinar.net/bEArXRLNvJG
Participants will be required to register to view the webcast and participate in the Q&A, and are encouraged to submit their questions before the webcast to ir@zwipe.com.
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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 22 February 2024.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
For more information, please contact:
ir@zwipe.com
Zwipe AS will publish its H2 2023 financial report on 22 February 2024 at 08.00 CET. On the same day at 13.00 CET, the company will host a webcast to present the report. After the presentation, the webcast will be opened up fr questions from the audience.
Participants will be required to register to listen to the webcast and participate in the Q&A.
Webcast details:
Date: 22 February, 13.00 CET
Format: webcast and Q&A
Language: English
Link:
https://app.webinar.net/bEArXRLNvJG
For more information contact:
NEW ORLEANS, LOUISIANA, USA and OSLO, NORWAY – 25th January 2024 - Safe Skies’ evaluation report entitled SSDA—23-032 Zwipe Access Biometric Smart Card was published in November 2023. This report is available to qualified airport personnel at US commercial-service airports via the Homeland Security Information Network (HSIN) or by contacting anna.hamilton@sskies.org with their request.
Safe Skies, an independent third-party, non-profit organization funded by the Federal Aviation Administration, conducts thorough testing of security systems’ detection capabilities, reliability, and maintainability under active airport operational and environmental conditions. Safe Skies performs its evaluations under an ISO 9001:2015-approved Quality Management System.
“We are very pleased with the results of the evaluation,” said Tim Walsh, President of Tadera. “The Zwipe Access system is a highly secure and user-friendly solution that meets the needs of airports. We are confident that this product will be a valuable addition to our portfolio and will help airports enhance their security posture.”
“We are excited to partner with Tadera to bring this innovative biometric access card system to the market,” said Robert Puskaric, CEO of Zwipe. “The encouraging evaluation results instill confidence in our vision that the Zwipe Access system strengthens security at airports worldwide.
For further information, please contact:
Tim Walsh, timothy.walsh@TADERA.com; 504-754-0048 for TADERA
Marcel Williams,marcel.williams@Zwipe.com; 954-649-6222 for Zwipe
About ASSIST
Safe Skies’ Airport Security System Integrated Support Testing (ASSIST) Program is a collaborative effort between US commercial-service airports, the Transportation Security Administration, the Federal Aviation Administration, Airports Council International-North America, American Association of Airport Executives, and Airport Consultants Council. Safe Skies created the ASSIST Program to fulfill its core purpose of helping airport operators meet their security responsibilities using a transparent process for identifying, selecting, and executing projects that are designed to create a more efficient and effective airport security system.
About TADERA
TADERA's commitment to the airport sector spans over 40 years, culminating in our transformation into TADERA from Civix CI. Our mission is to enhance the safety, security, and financial stability of airports, ensuring world-class facilities for passengers and cargo transport. The name TADERA reflects our dedication to facilitating Transportation, Aviation, and Destinations in the next era of air travel. We provide software and integrated technology solutions that elevate the safety and financial performance of airports. TADERA serves the Federal Aviation Administration, state aeronautics departments, and more than 100 airports worldwide.
Learn more about us at
www.tadera.com.
About Zwipe
Zwipe believes in the inherent uniqueness of every individual, paving the way for a safer future. We passionately collaborate across international networks, industries, and cultures to make convenience both secure and safe. At Zwipe, we pioneer next-generation biometric card and wearables technology for payment, physical and logical access control, and identification solutions. We promise our customers and partners deep insights and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. With our headquarters in Oslo, Norway, and a global presence, we are shaping the future of security.
Learn more at
www.zwipe.com.
OSLO, NORWAY – 16 January 2024 – Zwipe AS today announces a company restructuring and new strategic direction, increasing its focus on Zwipe Access and accelerating the commercialization of its biometric authentication technology in the access control market. As a result of the change in strategic focus, the company has initiated a restructuring process that is expected to reduce operational costs, particularly related to Zwipe Pay. On a directly comparable basis excluding one-off costs, the Group expects to reduce operating costs in 2024 by approximately NOK 40 million compared to 2023, combining the effects of Zwipe’s new strategy and the streamlining plan previously announced on 21 June 2023.
“Zwipe has seen considerable traction and progress in the access control market in 2023, with more than 30 partnerships signed or in progress in the USA and Europe. The market is in its early stages but we believe biometric cards can represent a substantial share of the nearly 500 million smart access cards expected to be shipped annually in coming years. Our value proposition is clear, with partners and end-users alike recognizing the substantial benefits of biometric access control technology in terms of security, convenience, and GDPR compliance,” says Zwipe CEO Robert Puskaric.
In addition, in recent months compliance with the EU NIS2 Directive on cybersecurity requirements in critical infrastructure sectors – required by October 2024 and which Zwipe Access provides – has emerged as a critical catalyst for end customers, encouraging them to consider the adoption of biometric access control solutions.
Zwipe has more than 60 proofs of concept in progress with end users, including a Top 3 global cloud service provider, a well-known Swedish consumer technology company, Berkshire Hathaway Energy Group, Fortune 100 companies, and entities including government agencies, airports, critical infrastructure operators, data centers, and healthcare facilities.
“Our new strategic direction will mean laser focus on the singular objective to rapidly achieve commercial success with Zwipe Access, while operating in as lean a manner as possible to maximize our financial flexibility,” says Puskaric.
Zwipe has historically focused primarily on the development and application of its biometric authentication technology in the payments market. Over the last two years, Zwipe completed the development of Zwipe Pay including mobile enrollment solutions, achieved full certification of the technology by both Visa and Mastercard, and spent significant time lining up the biometric payment card (“BPC”) value chain players to launch quickly once banks decided to move forward with biometric payment cards. However, neither market adoption nor the pace of commercial launches has materialized in the manner Zwipe or other players had expected, particularly towards the end of 2023.
“The decision to focus on Zwipe Access is a natural outcome of the traction seen in 2023. However, all the effort that went into developing and certifying Zwipe Pay is what laid the foundation for success with Zwipe Access. Our Access partners and end customers tell us they gain confidence using technology subjected to the rigorous testing required for certification in the payments market,” states Puskaric. Zwipe will continue to serve and fulfill purchase orders from Zwipe Pay customers that have already been certified.
Cost reduction initiatives will begin immediately, with full impact from the middle of the second quarter of 2024. On a net basis, five employees will leave Zwipe, with departures linked to Zwipe Pay, while the Zwipe Access sales team will increase slightly as the company ramps up commercialization efforts here.
Total cash flow over the coming two years is anticipated to be more than NOK 40 million better than if Zwipe had continued to focus on both payments and access control, giving Zwipe significantly longer runway and greater financial flexibility.
“While it is heartbreaking to let highly valued employees go and transition away from Zwipe Pay, we fully believe this is the right course of action for our shareholders. Zwipe Access is a higher margin business with visible commercial inroads, and our objective is for Zwipe to approach breakeven in H2 2025 as a result of higher margins, lower operational costs, and lower supply chain costs,” says CEO Robert Puskaric.
The recently completed rights issue, which includes a possible exercise of warrants in December 2024, should enable this path to profitability.
The Company will host a webcast today, 16 January at 15:00 CET, about our new strategic focus. After the presentation, the webcast will be opened up for questions from the audience.
Webcast details
Date: 16 January 2024
Time: 15:00 CET
Format: Webcast and Q&A
Language: English
Link: https://app.webinar.net/4bmE8YkDrNQ
For further information, please contact:
Robert Puskaric, CEO
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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 16 January 2024.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
OSLO, NORWAY – 5 January 2024 – Zwipe has appointed Hugo Petit as interim CFO with Zwipe’s current CFO and Head of IR, Danielle Glenn, deciding to leave the company to join a capital markets advisory and consulting firm
Ms. Glenn has been responsible for Zwipe’s capital markets activities, including the two rights issues in 2023. She has also been instrumental in designing Zwipe’s overall strategic, operating, and investment plans and in restructuring the company to maximize financial flexibility and liquidity. Mr. Petit will join Zwipe as soon as possible, bringing over 20 years of experience as a CFO.
“I am excited to work with Hugo, who has a great deal of experience keeping organizations lean and streamlined while adapting to fast-evolving markets,” says Zwipe CEO Robert Puskaric.
“I would like to thank Danielle for her significant contributions to Zwipe in a difficult environment. She has been a dynamic and integral part of the management team, providing valuable strategic input and handling her myriad cross-departmental responsibilities with efficiency and diligence. The Board and I wish her all the best in her new role,” continues Puskaric.
The company has agreed with Ms. Glenn that she will leave Zwipe at the end of January 2024 but stay on as long as needed thereafter in a consulting capacity to ensure the smooth handover of responsibilities and transition to the new CFO.
For further information, please contact:
Robert Puskaric, CEO
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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 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 14:05 on 5 January 2024.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card 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 PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
OSLO, NORWAY – 3 January 2024 – Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 14 December 2023 regarding the final allocation 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 million (the "Rights Issue").
The 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 Convertible Loan (as defined below). All 64,823,988 Warrants will be listed and tradable on Euronext Growth Oslo for a period commencing today, 3 January 2024 and ending at 16:30 (CET) on 9 December 2024. In addition, the Warrants will be listed on Nasdaq First North Growth Market Sweden for a period commencing today, 3 January 2024 and ending at 16:30 (CET) on or about 10 December 2024. The 10,454,284 Warrants not allocated to subscribers in the Rights Issue or in connection with the Convertible Loan (as defined below) will not be used and will be returned to the Company.
Two (2) Warrants entitle to the subscription of one (1) new share in the Company. 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. Consequently, if all Warrants are exercised, the Company expects to raise an additional amount of minimum NOK 3,241,199.40 and maximum NOK 38,894,392.80.
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. As such, the Warrants may have a financial value for the holders, depending on the prevailing market price for the shares in the Company. 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 Rights Issue (the "Prospectus"), which is available on the Company's website www.zwipe.com and on the Swedish Financial Supervisory Authority's website, www.fi.se.
Pre-commitment and bottom guarantee commitments:
In connection with the Rights Issue, the Company received subscription commitments from a number of existing shareholders totaling approximately NOK 8.8 million, corresponding to approximately 25 percent of the Rights Issue. No compensation is paid for these subscription commitments.
In addition, Zwipe received so-called bottom guarantee commitments of approximately NOK 15.8 million. Through the bottom guarantees together with the subscription commitments, approximately 70 percent of the issue proceeds in the Rights issue was secured. For the so-called bottom guarantees, a compensation of thirteen (13) percent of the guaranteed amount is paid. The subscription commitments and bottom guarantee commitments were not secured by bank guarantee, escrow funds, pledging or similar arrangements. Detailed information regarding the parties that have entered into subscription commitments and guarantee undertakings can be found in the Prospectus.
Top guarantee commitment and new issue of the Convertible Loan and Warrants pursuant to the top guarantee commitment:
Zwipe received a so-called top guarantee of approximately NOK 10.5 million. The top guarantee was fulfilled by the top guarantor subscribing for a convertible loan in the Company of NOK 10,514,472 (the "Convertible Loan"). Through the top guarantee, together with the subscription commitments and the bottom guarantee commitments, 100 percent of the issue proceeds in the Rights Issue was secured. For the so-called top guarantee, a compensation of fifteen (15) percent of the guaranteed amount is paid. The top guarantee commitment was not secured by bank guarantee, escrow funds, pledging or similar arrangements. The subscription amount has been paid to the Company.
The top guarantor also had the right and obligation to subscribe for Warrants free of charge in relation to the subscription price for the Convertible Loan. The number of Warrants the top guarantor was entitled to subscribe for amounted to the maximum number of Units in the Rights Issue less the aggregate number of Units subscribed for by existing shareholders in the Company and Units subscribed for under the bottom guarantee commitments, multiplied by 0.78. Based on these principles, the top guarantor was allocated 13,480,092 Warrants.
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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 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 07:57 on 3 January 2024.
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For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
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IMPORTANT NOTICE
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, Hong Kong, Japan, Canada, New Zealand, 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 – 2 January 2024 – Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 14 December 2023 regarding the final allocation 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, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35 million (the "Rights Issue").
The share capital pertaining to the Rights Issue has now been registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). The Company's new share capital is NOK 9,930,334.40, divided into 99,303,344 shares, each with a nominal value of NOK 0.10.
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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 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 11:30 on 2 January 2024.
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For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
