OSLO, NORWAY AND MICHIGAN, USA, 5 August 2024 – We are excited to announce a strategic partnership between Zwipe, the global leader in biometric payment and access cards, and AXYS, a specialist in integrating access control, video surveillance, intrusion detection, and other security technology solutions. This collaboration aims to deliver the groundbreaking "biometric smartcard" technology solution to AXYS's global customer base.
AXYS's clientele spans diverse sectors, including data centers, healthcare, pharmaceuticals, aerospace, critical infrastructure, enterprise, and manufacturing. This partnership will enable these clients to incorporate advanced biometric verification into their existing security infrastructure swiftly, securely, and cost-effectively.
Key Features of Zwipe Access
Benefits for AXYS's Customers
"We are delighted to partner with Zwipe, a market leader in biometric technology," said Carlos Hernández, Director of Security Solutions at AXYS. "Our collaboration with Zwipe Access allows our customers to effortlessly integrate biometric authentication into their current infrastructure, enhancing security without the hassle of major system overhauls."
Robert Puskaric, President and CEO of Zwipe said, "The future of secure and convenient access control is available today through Zwipe Access. Our innovative solution offers identity verification, significantly reducing the risks associated with lost or stolen access cards. We are excited to collaborate with AXYS and enable them to deliver genuine multifactor biometric authentication to their valued customers."
This partnership addresses the increasing demand for robust and compliant security solutions across diverse industries. Leveraging Zwipe's advanced biometric technology and AXYS's market reach, customers can now enjoy enhanced security without extensive system overhauls.
Stay tuned for further updates as Zwipe and AXYS continue to innovate and deliver top-tier security solutions to clients worldwide.
About AXYS
AXYS specializes in various OT services, including controls/automation engineering, physical security solutions, OT network/server management, and firewall protection. With a commitment to excellence and long-lasting partnerships, AXYS aims to empower clients across multiple sectors, including data centers, building automation, manufacturing, pharmaceuticals, aerospace, and robotics. "Our key business goal is to provide the best service and produce the best product to our clients," notes Shane M. Ranck, FMP, CTO at AXYS . "We grow with our clients and have that commitment to partner with them to achieve their vision."
To know more, visit www.AXYS.global
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
OSLO, NORWAY and TORONTO, CANADA – 1 August 2024 – Zwipe the market leader in Biometric Smart Card technology for biometric access card technology, has entered into a strategic partnership with ABC Security Access Systems, a prominent integrator specializing in physical security solutions. This collaboration aims to introduce Zwipe's state-of-the-art biometric smart card technology solutions to customers across the Canadian marketplace, focusing on key sectors such as retail, government, commercial and institutional.
Zwipe Access represents a groundbreaking advancement in biometric security by securely storing encrypted fingerprint templates directly within the smart chip of the card during issuance. This capability is tailored to meet the needs of ABC Security Access Systems' clients who seek rapid, secure, and cost-effective integration of biometric verification into their existing access systems.
The functionality of Zwipe Access simplifies authentication processes significantly: users authenticate themselves simply by placing their personalized card near a reader. The card utilizes the reader's RF field to draw power and verify the biometric data stored within its chip. This approach ensures a robust and secure verification process without the need to transmit biometric data to external systems, thereby helping organizations meet stringent data privacy and compliance standards.
Zwipe Access cards also support fast multi-factor authentication, providing convenience without requiring organizations to replace their current access control readers. This feature makes them particularly appealing for entities looking to seamlessly enhance their security protocols.
Overall, the partnership between Zwipe and ABC Security Access Systems aims to expand access to advanced biometric security solutions across diverse sectors in Canada. This collaboration marks a significant advancement in deploying innovative access control technologies, promising enhanced security and operational efficiency for organizations throughout the country.
Puneet Grover, Integrated Systems Manager ABC Security Access Systems said, "Our mission is to provide security technology solutions that definitively verify the identities of individuals entering and moving within our customers' facilities. Zwipe Access stands out as a remarkable addition to our lineup of security technologies for physical access control, offering integrated multifactor authentication through biometrics at a fraction of the cost of alternative methods. We are enthusiastic about introducing this exceptional card solution, which not only strengthens security measures but also addresses contemporary hygiene considerations. With Zwipe Access, interaction is limited to the card owner, unlike shared biometric readers, ensuring a cleaner and safer user experience. We are committed to enhancing security and convenience for our clients with this innovative solution."
Robert Puskaric, President and CEO of Zwipe said, "The future of secure and convenient access control is here with Zwipe Access! Our innovative solution provides swift and hygienic biometric identity verification, effectively addressing concerns related to lost or stolen access cards. This partnership with ABC Security Access Systems represents an exciting opportunity to introduce genuine multifactor biometric authentication to their esteemed customers. Together, we are set to revolutionize access control across diverse industries, guaranteeing robust security and seamless integration. We are enthusiastic about the possibilities ahead and committed to delivering advanced biometric solutions that cater to the evolving needs of modern security environments."
About ABC Security Access Systems
For over 85 years, ABC Security Access Systems’ mission has been to bring peace of mind to our customers by providing total security solutions and outstanding customer service. We strive to maintain and grow our position as a leading security systems integrator, specializing in commercial, industrial, institutional, and government markets in the GTA.
For more information, visit www.abcsecurity.ca
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.
OSLO, NORWAY and MADRID, SPAIN – 24 July 2024 – ZKTeco, a globally recognized leader in access control solutions, is proud to announce a partnership with Zwipe, a leader in biometric technology for cards used in identification, access control, and payment. Together, they aim to deliver cutting-edge, high-security access solutions in Europe.
This collaboration leverages the strengths of both companies to offer advanced, reliable and user-friendly security systems designed to meet the growing demand for high-level security across various sectors.
This partnership integrates the Zwipe Access Biometric Smart Card with the ARMATURA access control system. It is the ideal solution for companies requiring a high security level. This partnership will enable businesses to benefit from a centralized and unified security management solution. “We are pleased to partner with Zwipe, a leading company in this market sector,” says Samuel Muñoz, Integrations Manager at ZKTeco Europe.
ARMATURA, a high security and cybersecurity brand, showcases its expertise in access control security products and solutions in collaboration with ZKTeco.
Robert Puskaric, President and CEO of Zwipe, commented, “We are thrilled to partner with ZKTeco. We look forward to developing and strengthening biometric-enabled access control solutions with ZKTeco. Combined, our technologies will provide enhanced security access control for organizations worldwide.”
About ZKTeco Europe
ZKTeco is a multinational enterprise, specializing in the manufacture and development of advanced CCTV, Time & Attendance, and Access Control technology. With over 30 years of experience in the global market, ZKTeco benefits from a highly qualified team of over 4.100 employees worldwide with its own manufacturing plants that, together with its R&D and engineering departments, ensure complete inhouse production of all aspects of its hardware, firmware, and software. One of the pioneers in multibiometric and RFID technology, ZKTeco’s products are present around the world, with over 180 million users worldwide.
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, 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, please visit http://www.zwipe.com/.
OSLO, NORWAY and BROMMA, SWEDEN, June 18th , 2024 – Focusing on identity and access management, Seriline, a Sweden-based company, has signed a distribution agreement with Zwipe that pioneers next generation biometric cards for payment, physical & logical access control and identification solutions.
Seriline works towards creating confidentiality and integrity management of identities. Speaking on this partnership, Freddie Parrman, CEO of Seriline said, “Developing solutions for tomorrow is essential for us. We are happy to collaborate with Zwipe as biometric access control systems are shaping the future of business security across the globe. With its faultless data gathering, identification, and verification capabilities, biometric access control systems are crucial for providing security to countless industries and sectors worldwide.”
As per this partnership, Seriline has agreed to distribute Zwipe’s biometric access cards in the Nordic Region. When it comes to security, it is important that access control solutions identify the security gaps and address them. Here comes Zwipe Access cards that seamlessly integrate into a standard ID card cutting-edge secured authentication using biometrics.
According to Robert Puskaric, President and CEO of Zwipe, “Ensuring safety and security for ID and access solutions is vital today. We are convinced that our partnership with Seriline will help us offer Zwipe Access cards to the Nordic Region, therefore providing increased security, with convenience and no rework of access control infrastrutures to operations seeking to upgrade their protection. .”
About Seriline
Seriline was founded in 1990 and is a Swedish-owned company with a focus on identity and access management. By combining the latest technology with many years of experience, Seriline offers proprietary software, online solutions, hardware and services that simplify the flow to creating user-friendly processes for confidentiality and integrity management for identities. An identity could for instance be, a person, a chip, a card, or a digital key - all of which require the same secure care, precision and security in their handling.
To learn more, https://www.seriline.com/en
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 and DRESDEN, GERMANY, May 28th 2024 – Plasticard - ZFT, one of the leading manufacturers for plastic cards, smart cards and ID media has partnered with Zwipe to distribute biometric access cards for Zwipe in Germany, Austria and Switzerland.
Speaking about the partnership, Christian Reuther, Managing Director of Plasticard - ZFT said, "Recognizing the increasing demand for safety and security, we are pleased to announce our partnership with Zwipe and its innovative biometric card technology. Under this collaboration, Plasticard - ZFT will be distributing biometric-enabled access cards in Germany, Austria, and Switzerland. This partnership marks a significant enhancement to our portfolio, as Zwipe Access offers two-factor authentication using biometrics sensor and matching on card.
Zwipe Access is a card-based fingerprint access control solution. Therefore, the cardholder’s biometric data never leaves the card, providing increased data privacy to the cardholder. It suppresses the need for creating and managing biometrics databases.
According to Robert Puskaric, CEO of Zwipe, “We are delighted to welcome Plasticard - ZFT as our distribution partner. This partnership not only reinforces our presence in the European market but also underlines the growing demand for biometric access control cards. Zwipe's proficiency in biometric access card technology will empower Plasticard - ZFT to provide customers with innovative, secure and convenient access solutions."
About Plasticard - ZFT
Plasticard-ZFT delivers innovative solutions, products and services "a la card": smart cards, RFID-cards and ID-media have been our passion for more than 30 years. As a developer, manufacturer and service provider, highest quality, fast turn-around and complete customer satisfaction are our top priorities. Many years of experience and know-how helped us to become a flexible corporation that likes tackling the daily challenges of card production, personalization and fulfillment, as well as highly complex special projects to lead our customers forward.
To learn more, click here: http://www.plasticard.de
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 and BOLOGNA, ITALY, May 20, 2024 – Ermes srl, one of the leaders in providing solutions for the identification and security of people, has signed a distribution agreement with Zwipe, a pioneer and world leader in the development of biometric technology on cards for identification, access control and payment.
According to this partnership, Ermes srl has agreed to distribute Zwipe’s biometric access cards in Italy. 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. Thus, Zwipe Access offers an additional layer of security.
Zwipe has secured an initial Demo Kits order from Ermes for Zwipe Access biometric cards. This initial order will be used to demonstrate the solution to potential end users.
Speaking on the partnership, Marco Tomadin, Chairman, Ermes srl, said, “We strongly believe in this innovative solution based on biometric technology that allows to validate cardholder identity without having to change the existing infrastructure. It is the ideal solution for all large companies that need a high level of access security. We are pleased to partner with Zwipe, a leading company in this market sector.”
“We are happy to partner with Ermes srl, a leading security solution distributor. We look forward to developing and strengthening the relationship with the Italian security market thanks to our local expertise and support, as well as supporting Ermes srl to deliver best- in-class access control solutions to integration partners.”, says Robert Puskaric, President and CEO of Zwipe.
About Ermes srl
Established in 2005, Ermes srl started its business with the distribution of thermographic card printers to become over time a company specialized in solutions for the identification and security of people and data and solutions to simplify the management of complex processes. Despite an articulated company structure, Ermes recognizes the importance of flexibility that allows its structure to satisfy the needs of each customer, both as regards budget and for the "pushed" personalization of products and / or solutions and related services, typical of large companies or government agencies.
To learn more, please visit https://ermes-online.it/
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 AND BARCELONA, SPAIN – 08-May-2024– Zwipe A.S., a leading innovator of biometric payment and identification technology, today announced the appointment of PCB & Security Europe S.L., headquartered in Barcelona, Spain, as its official distributor for Spain and Portugal. This strategic partnership expands Zwipe's reach across Europe and positions the company to capitalize on the growing demand for secure and convenient biometric access solutions in the Iberian Peninsula.
PCB &Security Europe boasts a strong track record of supplying high-quality electronic components and solutions to a diverse customer base across Spain and Portugal. Their established network and expertise in access control systems make them a perfect partner for Zwipe to introduce its innovative biometric technology to a wider audience.
To fuel early adoption and facilitate seamless integration with existing infrastructure, Zwipe has secured an initial order from PCB & SecurityEurope forLEGIC advant® Biometric Cards. This initial order will be used for pilot programs with key LEGIC users in Spain, allowing them to experience the enhanced security and user convenience offered by biometric access control first hand.
“We are thrilled to welcome PCB & Security Europe as our distributor for Spain and Portugal,” says Robert Puskaric, CEO of Zwipe. “Their extensive experience and strong relationships within the security industry make them an ideal partner to drive the adoption of our biometric solutions in this important market. The initial order of LEGIC advant® Biometric Cards underscores the significant potential metric access control in Spain, and we look forward to collaborating with PCB & Security Europe to deliver these advanced solutions to a wider audience.”
“We are excited to partner with Zwipe and bring their cutting-edge biometric technology to Spain and Portugal,” says Joan-PaulUdina, CEO of PCB & Security Europe. “Biometric access control offers a secure and convenient solution for businesses of all sizes and we believe Zwipe's technology is ideally positioned to meet the growing demand in this region. The initial order for LEGIC advant® Biometric Cards allows us to showcase the benefits of this technology to our existing LEGIC user base and pave the way for broader adoption.”
About Zwipe
Zwipeis a pioneer in biometric payment and identification technology. The company's innovative solutions are designed to replace traditional PINs and passwords with a secure, user-friendly fingerprint scan. Zwipe is committed to making biometric authentication the new standard for secure and convenient transactions.
About PCB & Security Europe
PCB& Security Europe understands the ever-changing landscape of the electronics industry. In today's challenging environment, we help companies navigate rising costs, limited vendor options, and fierce competition.
PCB& Security Europe is part of the group of DirectPCB that is a leading supplier of electronic components and solutions in the Worldwide Electronics Sector. The company offers a wide range of products and services, from printed circuit board (PCB) manufacturing to technical support. DirectPCB is committed to providing its customers with the highest quality products and services at competitive prices. We maintain offices strategically located in Largo, Florida (USA), Shenzhen, China and Barcelona, Spain (Europe) to offer global support.
The notice of the ordinary general meeting is attached to this release. The notice will be sent to all registered shareholders on 23 April 2024. The notice and all other documents related to the items to be considered at the ordinary general meeting will, on the same date, be available on Zwipe's website https://www.zwipe.com/investors. To vote in advance, register your attendance or grant a proxy to vote for your shares, please follow the instructions set out in attached notice.
We encourage shareholders to vote in advance or give proxy.
For further information, please contact:
Hugo Petit
Interim CFO and Head of IR
About Zwipe
Zwipe is a technology solution provider that enables battery-less, ultra-low -power, self-contained biometric authentication solutions. Together with an ecosystem of partners including global brands within security, financial services and ID applications, Zwipe is "Making Convenience SecureT". Using advanced fingerprint recognition while protecting personal information, Zwipe's solutions address the data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, Zwipe has spent the last 10 years developing its unique power harvesting technology platform in combination with security solutions based on international infrastructure standards. To learn more, visit www.zwipe.com
OSLO, NORWAY – 27 MARCH 2024 - The board of directors of Zwipe AS (the "Company") has, on 25 March 2024, resolved to grant 489,196 Restricted Share Units (each a "RSU") to certain members of the Company's management, making up the formal grant of the RSUs referred to in the Company's annual report for 2023 (the "Annual Report") announced yesterday, on 26 March 2024.
The RSUs vest in three equal installments on each anniversary date from the grant date. Each RSU comprises a conditional right to receive one share after the vesting period. The shares comprised by the RSU program will be issued at nominal value. The right to receive shares is conditional upon the "Performance Condition" stated in the RSU program, the participants retained employment, and subject to the terms and conditions set out in the Annual Report.
The following primary insiders of the Company have been granted and accepted RSUs:
Please see the attached notification forms for additional information.
This information is subject to the disclosure requirements in article 19 of the Regulation (EU) 596/2014 (the Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.
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/
