OSLO, NORWAY– 11 May 2023 – The Annual General Meeting (AGM) of Zwipe AS was held Thursday 11 May 2023 at 10:00 (CEST). All the items on the agenda were addressed and approved. Attached are the minutes of the Annual General Meeting. The attendants of the AGM represented 25.99% of the votes in the company.
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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.
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 16:00 on 11 May 2023.
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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 16:00 on 11 May 2023.
For more information, please contact
Danielle Glenn
CFO and Head of IR, Zwipe AS
E-mail: ir@zwipe.com
OSLO, NORWAY – 25 April 2023 – During the first quarter, Zwipe continued to see positive interest in bringing biometric payment and access control cards to markets globally.
Significant events during the period
Significant events after the period
Operational review
The most significant event in Q1 2023 was the successful completion of the rights issue, with Zwipe securing approximately 100 mNOK in new capital that will be used to accelerate go-to-market strategy and commercialization of Zwipe Pay and Zwipe Access solutions.
The first quarter saw Zwipe continue to expand our pipeline of SCMs and go-to-market partners by signing Wahyukartu in Indonesia, Unicard in Saudi Arabia, Antworks Money in India, and TBHP in Vietnam – all representing expanded geographic potential for Zwipe in bringing biometric payment cards to new markets. The company also continued to make progress carrying out pilot projects in the active execution phase. Some issuers are now communicating to Zwipe’s SCM customers that they will move directly to soft launch rather than undertaking pilot projects, something which should see more immediate revenue results for Zwipe. On the technology side, mobile enrolment solutions for Android and iOS were released on Apple’s AppStore and Google Play and Zwipe also released our Software Development Toolkit (SDK) for customers and partners.
While Zwipe continues to see strong interest in BPCs and the use case remains convincing, the pace of pilot launches and market adoption continues to be slower than Zwipe or other players in the market expected. That said, Zwipe remains convinced that the material benefits of BPCs remain clear for all and that market adoption will happen soon.
While progress with Zwipe Pay has been slower than desired, the first quarter saw tangible progress and excitement for Zwipe Access. Our North American partner Civix launched a Proof-of-Concept (“POC”) project at Richmond International Airport, carried out in conjunction with National Safe Skies Alliance, Inc. Also in North America, Zwipe signed a significant partnership agreement with CardLogix, a smart card provider that already provides access control solutions to our target end customers and is now adding Zwipe’s biometric solution to their portfolio. The company attended ISC West in March and came away from the event with 20+ qualified leads and potential partners, ranging from system integrators to security engineering companies to direct end customers. The first quarter also saw Zwipe make significant progress with Swedish and broader Nordic partners, aiming to reach Nordic enterprises with high security needs.
The above developments in the USA and Nordics translate into 15+ access control proof of concept projects targeted to be executed in the coming months at end-user sites. While it is too early to estimate immediate revenue potential from these engagements, Zwipe believes the bigger picture revenue potential is substantial.
Commercial priorities for 2023 remain unchanged, but the company has substantially reduced our planned expenditures for 2023. This should prolong funding towards the commercial inflection point and keep the average net monthly burn rate lower than 2022.
Financial review
Zwipe reported total revenue of 1.7 mNOK during Q1 2023 compared to revenue of 0.6 mNOK in Q1 2022. After adjusting for transaction costs related to fundraising, cash flow from operations was –24.7 mNOK versus –25.4 mNOK in Q1 2022, equating to an underlying average monthly operating cash flow in Q1 2023 of –8.2 mNOK versus –8.5 mNOK in the same period last year. With the successful completion of the rights issue, cash and cash equivalents stood at 121.9 mNOK at the end Q1 2023 compared to 130.6 mNOK at the end of Q1 2022 and 50.5 mNOK at the end of 2022.
Operational update presentation
CEO Robert Puskaric and CFO Danielle Glenn will do a short presentation on the operational update today, Tuesday April 25th, at 10:00 CET.
Audiocast details
Date: 25 April 2023
Time: 10:00 CET
Format: Audiocast and Q&A
Language: English
Link: https://app.webinar.net/OEXe514K1L4
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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 25 April 2023.
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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:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY - 24 April 2023 - The Board of Directors of Zwipe AS (the "Company") call for the Annual General Meeting ("AGM") to be held on 11 May 2023 at 10:00 CEST. The general meeting will be held as a digital meeting on Microsoft Teams.
Please find enclosed the notice of the AGM. The notice and Zwipe's Annual Report for 2022 are available on the Company's website, https://zwipe.com/investors.
Shareholders who wish to attend the AGM in person or by proxy or vote in advance are encouraged to register this electronically by following the link on the Company’s website https://zwipe.com/investors/general-meetings, via VPS Investor Services, by sending a signed version of the form attached to the notice by e-mail to genf@dnb.no, or by ordinary mail to: DNB Bank ASA, Registrars Department, Postboks 1600 Sentrum, NO-0021 Oslo. Notification of attendance, proxy or advance votes must be registered online or received by DNB Bank ASA, Registrars Department by 16:00 hours CEST on 10 May 2023.
In order to be invited to the meeting, Zwipe's administration will need to have the shareholder's email address in advance. Shareholders must after having registered their attendance also register their email address by sending an email to ir@zwipe.com prior to 16:00 hours CEST on 10 May 2023.
The Board of Directors (the "Board") has proposed the following agenda:
1. Opening of the annual general meeting by the chair. Registration of meeting shareholders
2. Election of a meeting chairperson and person to co-sign the minutes together with the chairperson
3. Approval of the notice and the agenda
4. Report by the management on the Company
5. Approval of the annual report and financial statements for 2022 for the Company and the group
6. Remuneration to the auditor
7. Election of members to the Board
8. Remuneration to the Board and the members of the nomination committee
9. Proposal on implementing a new incentive program towards the Company's employees and key personnel
10. Proposals on authorizations to the Board on capital increase
Proposed decisions from the Board
Matter no. 5: Approval of the annual report and financial statements for 2022 for the Company and the Group
The Board proposes that the annual report and financial statements for 2022 for the Company and the Group are approved.
Matter no. 6: Remuneration to the auditor
The Board proposes that the auditor's fees are paid as per accounts rendered.
Matter no. 7: Election of members to the Board
Subject to the AGM's approval, the Board for the period from the AGM in 2023 until the AGM in 2025 will comprise:
Mini-CVs for Christina Örn and David Chew have been included in the report from the Nomination Committee.
Matter no. 8: Remuneration to the members of the Board and the members of the Nomination Committee
The Nomination Committee makes the following recommendation:
Fees to the Board for the period from the AGM in 2022 until the AGM in 2022 were resolved by the AGM on 23 May 2022.
Fees to the Board for the period from the AGM in 2023 until the AGM in 2024 is suggested as follows:
As to remuneration, the Nomination Committee proposes that no remuneration is paid to the members of the Nomination Committee.
Matter no. 9: Proposal on implementing a new incentive program towards the Company's employees and key personnel
The Company's compensation committee has in cooperation with specialists on incentive programmes in the Swedish company Novare Pay Consulting assessed the various aspects of the current SIP program, including the taxation of the options. Based on its assessments and input from Novare, the Compensation Committee has presented a new proposal for a long-term incentive scheme directed towards the Company's leading employees and other key personnel in the form of so-called restricted share units ("RSUs").
The main rationale behind the proposal of the RSU plan is to create a long-term ownership, being expected to stimulate an increased interest in the business and performance development. The Board believes that it is in the interests of all shareholders that executive personnel and other key employees who are important for the Company's development, have a long-term interest in a positive development of the Company's share price.
The vesting period for the RSUs is four years from award. RSUs will only vest if the average annual total shareholder return during the vesting period exceeds 10%. Vested RSUs will be settled in shares at vesting, where one RSU gives the right to one share. The Company will be entitled to settle vested RSUs in each instance with a cash settlement. The Board proposes that a maximum of 1,076,230 RSUs may be granted to participants in the RSU plan, which corresponds to a maximum dilution of approximately 1.8% percent of outstanding shares in the Company.
Based on the assumptions that all RSUs under RSU plan are granted and vested, a share price of NOK 10.4 at the time of settlement of the RSUs and an average percentage for social security contributions of 20%, the total costs for the program including social security contributions, is expected to amount to approximately NOK 6.3 million whereof NOK 2.2 million refers to social security contributions.
The RSU plan is suggested to replace the current option plan. Following resolution to adopt the RSU plan, no more options will be granted to employees. However, already granted stock options may be exercised.
Matter no. 10: Proposal on authorizations to the Board on capital increase
The Board proposes that two new authorizations for the Board on capital increases are issued, (i) to fulfil the Company's incentive programs and (ii) to strengthen the Company's equity.
The Board proposes that the AGM adopts the following resolution:
1. Authorization for capital increase to fulfill the Company's incentive programs
The Board is hereby granted authorization to increase the share capital of the company on one or several occasions, with up to NOK 293,038.80 (2 930 388 new shares), equivalent to approximately 5.0% of the registered share capital at the time of this resolution.
2. Authorization for capital increase to strengthen the Company's equity
The Board proposes that the AGM renews the 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 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 Board is hereby granted authorization to increase the share capital of Zwipe AS with up to NOK 876,206.00 (8,762,060 new shares) on one or several occasions. The authorization may be used to issue shares to strengthen the Company's equity to the extent the Board considers this to be in the Company's best interest at the given time.
For more information, please contact:
Danielle Glenn, CFO and Head of IR
Tel: +47 909 98 201 and e-mail: danielle@zwipe.com
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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.
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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 19:00 CEST on 24 April 2023.
OSLO, NORWAY – 24 April 2023 – Zwipe AS will publish its Q1 2023 operational update report on 25 April 2023 at 08:00 CET. On the same day at 10:00 CET, the Company will host an audiocast to present the update. After the presentation, the webcast will be opened up for questions from the audience.
Participants are strongly encouraged to submit their questions prior to the webcast on the registration page below or by sending questions to ir@zwipe.com. Participants will be required to register to listen to the audiocast and participate in the Q&A.
Webcast details
Date: 25 April 2023
Time: 10:00 CET
Format: Audiocast and Q&A
Language: English
Link: https://app.webinar.net/OEXe514K1L4
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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:
Danielle Glenn, CFO and Head of IR
+47 909 98 201
ir@zwipe.com
OSLO, NORWAY – 14 April 2023 - Zwipe AS (“Zwipe” or “the Company”) has decided to change the date of its Annual General Meeting (“AGM”). The company has previously communicated that its 2023 AGM would be held on 27 April 2023. The AGM will instead be held on 11 May 2023.
Zwipe has planned for its 2023 AGM to be held on 27 April 2023 and has, in accordance with applicable regulations, communicated this planned date to the public. One key preparation for the AGM of a listed Norwegian company is for the Nomination Committee to prepare a number of proposals for the AGM to consider and resolve upon. One such proposal relates to the appointment of board members. The Nomination Committee’s proposals are to be included in the notice to the AGM. Zwipe has been informed by its Nomination Committee that this work has not yet been concluded. Zwipe has decided to change the planned date of the AGM to allow the Nomination Committee to conclude its important work. The new planned date of the AGM is 11 May 2023. Notice and relevant information will be submitted in due course, as governed by the relevant regulations and by Zwipe’s Articles of Association.
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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.
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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 14:00 CET on 14 April 2023.
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For more information, please contact:
Danielle Glenn, CFO and Head of IR
E-mail: ir@zwipe.com
OSLO, NORWAY and HANOI, VIETNAM – 12 APRIL 2023 – TBHP Co Ltd., one of the largest bureau and service providers of cards in Vietnam, has partnered with Zwipe to launch biometric payment cards in Vietnam. With this partnership, Zwipe will provide commercialization support, expertise and technical guidance to help TBHP integrate biometric payment cards into its portfolio.
TBHP is a leading provider of barcode, magnetic and smart card applications and has provision of access control and security systems. The collaboration will allow both companies to develop and leverage the growing market opportunities in Vietnam for biometric on-card payment solutions.
Commenting on this partnership Hoang Nguyen Duc, CEO, TBHP said, “Over the past years, there has been a growing awareness of biometric payment cards in Vietnam. We are sure that this partnership will let issuers and consumers embrace biometric payment cards as they provide an excellent check-out experience with much higher security. Zwipe Pay will bring strong differentiation and value uplift to our card portfolio.”
Under this partnership, Zwipe Pay- based biometric cards will be delivered by Zwipe's partner TBHP in the region.
“The interest in adopting biometric payment cards is growing steadily in the APAC market. We are happy to partner with TBHP as we are confident that this alliance will further accelerate the deployment of biometric payment cards. With this partnership, Zwipe’s unique biometric payment card platform and enrolment solutions will be made available to banks and financial institutions in Vietnam, a dynamic and growing market for payments in Asia,” said Alex Chung, Vice President & General Manager for Asia Pacific, Zwipe.
About TBHP
TBHP Co Ltd. is a diversified 100% privately owned trading company with 20 years of experience supplying some of the biggest banks in Vietnam. Among the services and expertise, the company offers logistics management, technical consultancy, efficient and technologically superior equipment maintenance, training and technology transfer. By doing so TBHP enhances the intrinsic and extrinsic value of its product and services.
To learn more, please visit www.tbhp.vn
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 & secure. We are pioneering next-generation biometric card technology for both payment and physical & logical access control and ID solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway with a global presence.
To learn more, please visit www.zwipe.com
OSLO, NORWAY – 31 MARCH 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 21 March 2023 regarding the final result of the fully guaranteed rights issue of 20,862,047 new shares in the Company (the "Offer Shares"), at a subscription price of NOK 4.80 per share, raising gross proceeds of NOK 100,137,825.60 (the "Rights Issue").
The share capital increase pertaining to the Offer Shares has now been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). The Company's new share capital is NOK 5,841,373.20 divided into 58,413,732 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 above, at 10:00 CEST on 31 March 2023.
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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.
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For further information, please contact:
Danielle Glenn, CFO and Head of IR
E-mail: ir@zwipe.com
OSLO, NORWAY – 30 March 2023 – Zwipe AS ("Zwipe" or "the company") has today released its Annual Report 2022, 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 29th of March 2023. The 2022 Annual Report is attached to this release and available at https://www.zwipe.com/investors/reports.
Significant events 2022
2022 operational review
In 2022, Zwipe achieved several significant milestones and entered an “execution first” strategic phase. The company finalized technological development of the Zwipe Pay product and received both Visa and Mastercard certification, becoming the first biometric payment card platform available for sale on the open market to be certified by both major payment schemes.
A primary focus for the company in 2022 was executing our signed issuer pilots, with seven issuer pilot projects in the execution phase. During the second half, we implemented software changes related to biometric performance in Zwipe Pay cards and also updated our internal test procedures. These changes resulted in a more robust product and enhanced payment transaction experience that is expected to lead to faster completion of ongoing pilot projects as well as a significantly faster pace of new project launches in the coming quarters – with streamlined execution and commercial launch in all areas.
2022 also saw the company establish Zwipe Access as a separate business line with substantial revenue potential. We completed an important pilot project for Fraport AG at Frankfurt International Airport, with Zwipe shortlisted as an access control solutions provider when Fraport moves forward with its commercial tender process in 2023. We further reinforced our strong position in the airport vertical when Civix, a leading US provider of airport security solutions, selected Zwipe’s access control technology to augment their airport security propositions. The partnership with Civix is representative of our go-to-market strategy in access control to work with system integrator partners and distributors to bring our solution to market rapidly.
2022 financial review
Zwipe reported total revenues of 3.9 mNOK during 2022 vs. 2.5 mNOK in 2021, reflecting an underlying increase in Zwipe Pay revenues of 72%. Total operating expenses were 108.1 mNOK in 2022 compared to 85.5 mNOK in 2021. After adjusting for one-off, non-recurring costs in 2022 and receipt of a government grant in 2021, operating expenses increased to 102.2 mNOK in 2022 from 92.6 mNOK in 2021. Adjusted EBITDA was -96.4 mNOK in 2022 compared to -81.7 mNOK in 2021.
Underlying net cash use in operating activities in 2022 averaged 9.0 mNOK per month, an increase of 41% from 2021. This was mainly due to higher personnel costs, but non-recurring charges also inflated the 2022 monthly average burn rate and are not expected to continue.
On 31 December 2022, cash and equivalents were 50.5 mNOK, down from 152.3 mNOK at the end of 2021. Total equity at the end of the year was 54.6 mNOK, while total liabilities were 13.0 mNOK. This resulted in an equity ratio of 81%, down slightly from 91% at end 2021.
On 22 November 2022, Zwipe announced a rights issue raising approximately 100 mNOK in capital, with the transaction now being completed. The rights issue was fully guaranteed through a combination of subscription commitments and underwriting commitments from the three largest shareholders in Zwipe. It was carried out in order to strengthen the company’s financial position and enable the transition from start-up to scale-up and achieve larger-scale commercialization. The fundraising will ensure the Group has sufficient working capital for the period covering at least 12 months from the date of close.
Conclusion and going forward
Zwipe ended the year on a positive note with sequential quarterly growth of 172% in Q4 revenue and the single largest commercial order in a quarter to date. There is reason to believe that the markets for Zwipe Pay and Zwipe Access are nearing an inflection point for increased commercial adoption of biometric technology solutions. Zwipe has good commercial traction, and expects more positive news flow in coming quarters. Our goals for 2023 include: executing the technology roadmap, completing the current R&D projects and maturing Zwipe technology to meet evolving demands; accelerating go-to-market for Zwipe's solutions to achieve large commercial scale; increasing our customer pipeline; supporting our SCM customers in becoming certified and mass production ready; executing more pilot projects in a streamlined manner; and continuing to invest intelligently in people and technology.
The aforementioned actions are expected to lead to positive business outcomes in 2023.
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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 08:00 on 30 March 2023.
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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.
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO NORWAY and CALIFORNIA, USA – 28 March 2023 – CardLogix, a global supplier of smart cards for authentication, encryption, biometric and other card operating systems has partnered with biometric cards pioneer Zwipe as its technology partner in pursuing the global market opportunities for biometric access cards.
With the disruptive Zwipe Access platform, CardLogix will be able to deliver highly advanced and secure biometric card products that are also exceedingly user-friendly.
According to Sebastien Goulet, CEO of CardLogix, “We are excited about the opportunity that this innovative technology represents. The biometric solution provided by Zwipe combines breakthrough technologies and is the ideal platform for the next generation of highly secure access, ID cards and CardLogix biometric solutions.”
According to the partnership, CardLogix will provide secure loading of smart credentials for Zwipe’s BSoC access cards.
“We are happy that Zwipe is a part of this collaboration. What adds significance to this partnership is the value that CardLogix will deliver to our US customers and the availability for them of our leading-edge biometric access cards. We look forward to strengthening this relationship for supplying biometrics-enabled cards to our integration partners for access control solutions and their customers in airport, data center, critical infrastructure and other secure facilities across North America.” says Robert Puskaric, President and CEO of Zwipe.
About CardLogix
CardLogix, based in Rancho Santa Margarita, California, USA, is a smart card & biometric solution provider, software developer, and the premier provider of smart card components with a comprehensive line of Software Development Kits (SDK), tools that enable swift card or biometric project development. Since 1998, CardLogix has supplied millions of cards and card components to over 84 countries around the world. As an expert in smart card and chip technology, card operating systems, card software, biometric enrollment, validation, verification, development tools, and middleware, CardLogix has continuously been at the forefront of smart card and biometric technology offering all types of solutions.
Please send media inquiries at sales@cardlogix.com
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit www.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
