OSLO, NORWAY – 5 December 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 30 November 2023, 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 35.0 million (the "Rights Issue"). The shareholders of the Company on 22 November 2023 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, as at the expiry of 24 November 2023 (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 is required to subscribe for one (1) Unit.
The following primary insiders of the Company have today, on 5 December 2023, exercised the following number of Subscription Rights in the Rights Issue, and thereby subscribed for the number of Units to which the number of Subscription Rights exercised entitles them to be allocated upon completion of the Rights Issue.
Please see the attached notifications of transactions for further information.
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This information is subject to the disclosure requirements in article 19 of the Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.
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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 – 1 December 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 30 November 2023, 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 35.0 million (the "Rights Issue"). The shareholders of the Company on 22 November 2023 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, as at the expiry of 24 November 2023 (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 is required to subscribe for one (1) Unit.
The following primary insiders of the Company have today, on 1 December 2023, exercised the following number of Subscription Rights in the Rights Issue, and thereby subscribed for the number of Units to which the number of Subscription Rights exercised entitles them to be allocated upon completion of the Rights Issue.
Please see the attached notifications of transactions for further information.
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This information is subject to the disclosure requirements in article 19 of the Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.
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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 further information, please contact:
Danielle Glenn, CFO and Head of IR
E-mail: ir@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 – 28 NOVEMBER 2023 – Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 8 November 2023, in which the Company announced that its board of directors has resolved to propose that the Company carries out a new 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 per unit (the "Units"), amounting to approximately NOK 35 million (the "Rights Issue"). The subscription price in the Rights Issue is NOK 0.60 per Unit on Euronext Growth Oslo and SEK 0.59 per Unit on Nasdaq First North Growth Market Sweden, based on the European Central Bank's published exchange rate on 7 November 2023 (the "Subscription Price").
Reference is further made to the stock exchange announcement published by the Company on 24 November 2023 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:
Subject to applicable local securities laws, the prospectus for the Rights Issue 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.
Eligibility:
The shareholders of the Company on 22 November 2023 (the "Eligible Shareholders") (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the "VPS") as at the expiry of 24 November 2023 (the "Record Date") has been granted one (1) subscription right for each share registered as held by the shareholder as of the Record Date (the "Subscription Rights"). One (1) Subscription Right is required to subscribe for one (1) Unit. 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, one Unit 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 28 November 2023 and expire at 16:30 hours (CET) on 13 December 2023. 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 28 November 2023 and expire at 16:30 hours (CET) on 12 December 2023.
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 28 November 2023 to 16:30 hours (CET) on 7 December 2023 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 5,841,373.20, from NOK 5,841,373.20 to a maximum of NOK 11,682,746.40, through the issuance of a maximum of 58,413,732 shares. The number of shares increases from 58,413,732 to a maximum of 116,827,464 shares. For existing shareholders who do not participate in the Rights Issue, this implies a dilution effect of 50.0 percent in the case of full subscription.
Upon full subscription in the Rights Issue and subsequent subscription of NOK 5 million in the Convertible Loan (as defined below), the number of shares will increase by a further 6,410,256 to 123,237,720 shares and the share capital by NOK 641,025.60 to NOK 12,323,772.00 given full conversion of the Convertible Loan.
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 a further 29,206,866 to a total of 152,444,586 shares and the share capital will increase by NOK 2,920,686.60 to a total of NOK 15,244,458.60.
In the event that all outstanding warrants issued in connection with the Convertible Loan are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by a further 3,205,128 to a total of 155,649,714 shares and the share capital will increase by 320,512.80 to a total of 15,564,971.40 SEK.
Subscription Price:
The subscription price in the Rights Issue is NOK 0.60 per Unit on Euronext Growth Oslo and SEK 0.59 per Unit on Nasdaq First North Growth Market Sweden, based on the European Central Bank's published exchange rate on 7 November 2023.
Pre-commitment and bottom guarantee commitments:
In connection with the Rights Issue, the Company has 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 has received so-called bottom guarantee commitments of approximately NOK 15.8 million. Through the bottom guarantees, provided that subscription takes place to an amount at least equivalent to the subscription commitments, approximately 70 percent of the issue proceeds in the Rights issue is 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 are 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 has received a so-called top guarantee of approximately NOK 10.5 million. Through the top guarantee, provided that subscription takes place to an amount at least equivalent to the subscription commitments and the bottom guarantee commitments, 100 percent of the issue proceeds in the Rights Issue is secured. For the so-called top guarantee, a compensation of fifteen (15) percent of the guaranteed amount is paid. The top guarantee commitment is not secured by bank guarantee, escrow funds, pledging or similar arrangements. In the event that the top guarantor needs to fulfill its top guarantee commitment, the subscription amount shall be paid to the Company by the top guarantor subscribing for a convertible loan in the Company of up to approximately NOK 10.5 million (the "Convertible Loan"). The total subscription price for the Convertible Loan will be equivalent to the total subscription price of the Rights Issue, minus the subscription price of the units subscribed by the existing shareholders of the Company and the units subscribed by the bottom guarantors. However, the subscription price shall not be less than NOK 5.0 million. For instance, if the Rights Issue is subscribed to 75%, the top guarantor will subscribe in the Convertible Loan for 25% of the Rights Issue. If the Convertible Loan is subscribed to 95%, the top guarantor will subscribe for 5% of the Rights Issue, adjusted up to an amount equal to base amount of NOK 5.0 million. This means that the total potential funds raised in the Rights Issue and the Convertible Loan could amount to approximately NOK 40.0 million in aggregate. The Convertible Loan carries an annual interest rate of 10 percent + STIBOR 3M of the loan amount. The interest will be paid by the Company quarterly in cash. The maturity date of the Convertible Loan is 20 December 2024, to the extent conversion has not taken place before such date. The conversion price is 130 percent of subscription price in the Rights issue, which is equal to NOK 0.78 per share. The top guarantor will also have 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 shall be entitled to subscribe for will amount 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 divided by 0.78. Detailed information regarding the top guarantor can be found in the Prospectus.
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, it is expected that the new shares will be issued and delivered to the VPS accounts of the subscribers to whom they are allocated on or about 28 December 2023. The new shares allocated in the Rights Issue are expected to commence trading on Euronext Growth Oslo and Nasdaq First North Growth Market Sweden on or about 28 December 2023.
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 details of the terms of the Rights Issue, please refer to the Prospectus.
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This information is published in accordance with the requirements of the
Continuing Obligations set out in Euronext Growth Rule Book Part II for Euronext
Growth Oslo.
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For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
#####
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer
future. We work with great passion across networks of international
organizations, industries and cultures to make convenience safe and secure. We
are pioneering next-generation biometric card and wearables technology for
payment and physical & logical access control and identification solutions. We
promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and
services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
#####
IMPORTANT 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.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IN WHOLE OR IN PART WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN ZWIPE AS. SEE THE "IMPORTANT INFORMATION" SECTION BELOW.
OSLO, NORWAY - 24 NOVEMBER 2023 - 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, https://www.zwipe.com/investors/reports, and will also be available on the Swedish Financial Supervisory Authority’s website, http://www.fi.se.
Timetable for the Rights Issue
Advisors
Hagberg & Aneborn Fondkommission is the financial advisor and Advokatfirman Schjødt is the legal advisor to Zwipe in connection with the Rights Issue.
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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 13.00 CET on 24 November 2023.
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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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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 ("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.
Issuer name: Zwipe AS
Ex. date: 23 November 2023
Type of corporate action: Rights issue
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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.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY – 22 November 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 8 November 2023 and the notice dated 8 November 2023 of an extraordinary general meeting in the Company to be held on 22 November 2023 (the "EGM").
All the items on the agenda were addressed and approved. Attached are the minutes of the EGM. The attendants of the EGM represented 33.26% of the votes in the company.
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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 12:00 on 22 November 2023.
######
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, Zwipe AS
E-mail: ir@zwipe.com
OSLO, NORWAY – 8 NOVEMBER 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") earlier on 8 November 2023, regarding a contemplated rights issue in the Company, raising gross proceeds of approximately NOK 35 million (the "Rights Issue”). In relation thereto, the Board of Directors of Zwipe (the "Board") calls for an Extraordinary General Meeting (the "EGM") to be held on 22 November 2023 at 10:00 (CET). The general meeting will be held as a virtual meeting on Microsoft Teams.
Please find attached the notice to the EGM. The notice is also available on the Company's website, https://zwipe.com/investors.
The deadline for registration of attendance, proxies and advance voting for direct shareholders is 21 November 2023 at 16:00 hours (CET). Holders of nominee registered shares must register attendance, proxies and advance voting no later than within 20 November 2023 at 16:00 hours (CET). Shareholders are encouraged to register their notice of attendance and proxies via the link found here: https://zwipe.com/investors/general-meetings
Alternatively, the attached notice of attendance and proxy forms may be sent by e-mail to genf@dnb.no, or by regular post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
In order to receive the link to the Microsoft Teams meeting, Zwipe's administration will need to have the shareholder's or proxy holder's e-mail address in advance. Thus, shareholders must after having registered their attendance also register their or its proxy's e-mail address by sending an email to ir@zwipe.com.
The Board has proposed the following agenda:
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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 15:00 CET on 8 November 2023.
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For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@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.
Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 8 November 2023, in which the Company announced that its board of directors has 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 35 million (the "Rights Issue").
Date on which the terms and conditions of the rights issue were announced: 8 November 2023
Ex-date: 23 November 2023
Date of approval: 22 November 2023
Record Date: 24 November 2023
Maximum number of new shares: 58,413,732
Maximum number of new warrants: 58,413,732
Subscription price per share: 0.60 per share
Ratio preferential rights: One right per share held in the Company
Subscription ratio: One right entitles the holder to subscribe for one share and one warrant
Manager and bookrunner: Hagberg & Aneborn Fondkommission 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: To be announced when assigned
Other information:
The Rights Issue is structured in a manner where each right gives the holder the right to subscribe for one share and one warrant (Norwegian: frittstående tegningsrett), with a combined subscription price of NOK 0.60, representing a subscription price per share of NOK 0.60 and no consideration for the warrant. Each warrant holder may exercise all or some of its warrants in the period beginning on 2 December 2024 and ending on 13 December 2024. Two warrants give the right to require issue of one ordinary share. 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 shall for subscription of one share in the Company be 70% of the ten-day VWAP (Volume Weighted Average Price) 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.
Out of the maximum number of new shares to be issued in the rights issue, a maximum of 14,367,509 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 44,046,223 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 2023, and there will from and including 7 November 2023 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 0.60 shall be settled in SEK, and will be fixed at SEK 0.59, based on the European Central Bank's published exchange rate on 7 November 2023. 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, will be made 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.
For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
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.
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 – 8 NOVEMBER 2023 - The board of directors (the "Board") of Zwipe AS ("Zwipe" or the "Company") has today, 7 November 2023, resolved to propose that the Company carries out a new issue of units, consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35.0 million (the "Rights Issue"). Approximately NOK 24.5 million of the Rights Issue is guaranteed through subscription commitments and so-called bottom guarantee commitments. Furthermore, the Company has received a so-called top guarantee commitment of an amount corresponding to approximately NOK 10.5 million. In the event that the top guarantor needs to fulfill its top guarantee commitment, the subscription amount shall be paid to the Company by the top guarantor subscribing for a convertible loan in the Company (the "Convertible Loan"). Thus, the Board has also resolved to propose that the Company carries out a new issue of the Convertible Loan of up to approximately NOK 10.5 million. The subscription commitments, the bottom guarantee commitments and the top guarantee commitment, entail that the Company shall receive at least approximately NOK 35.0 million before issue costs in connection with the Rights Issue. The Rights Issue and the new issue of the Convertible Loan requires approval by the extraordinary general meeting of the Company expected to be held on 22 November 2023 (the "EGM") to be implemented. The notice of the EGM will be published in a separate press release.
Background and reason for the Rights Issue
Zwipe is a Norwegian biometric authentication technology company established in 2009, focused on developing and commercializing secure, fast, and easy-to-use biometric authentication solutions with broad applications across key verticals such as payments and access control.
Zwipe continues to make considerable progress within Zwipe Pay even if market adoption during 2023 has been slower than anticipated. Zwipe has more than 20 partners worldwide, and Zwipe’s partners are currently in discussions with more than 50 potential issuers regarding pilots and launches of biometric payment cards (“BPCs”) based on Zwipe’s platform. In the second quarter of 2023, Kuwait International Bank and Middle East Payment Services were responsible for the first commercial launches of Zwipe’s biometric payment cards. Discussions are ongoing about introducing BPCs to wider segments of their customer base in fairly short order. These two launches have also attracted significant attention from other financial institutions in the region, and several banks are considering going straight to a commercial pre-launch of BPCs and skipping over a typically lengthy pilot period. In Europe and APAC, Zwipe and its partners are intently focusing on launching BPCs with fintechs, who have the potential to move faster in deploying BPCs than more traditional banks.
Within Access, Zwipe continues to foster strategic partnerships that enhance reach and credibility within the industry. Zwipe’s partners include such major players as Schneider Electric, Certego, AWT, MC Dean, and Matrix and proofs of concept and testing are currently being carried out with clients such as Berkshire Hathaway Energy Group, Richmond International Airport, Prosegur Grupo, global Top 100 tech company, and a global Top 3 cloud services provider.
In June 2023, the company announced a streamlining and the full effects of that streamlining are only being seen now in the fourth quarter 2023. H1 2024 operational costs are expected to be more than 40% lower than H1 2023. Management and the Board continue to evaluate strategic options and ways to operate the company in the most cost-efficient manner possible.
The Rights Issue is carried out in order to strengthen the Company's financial
position and to accelerate the commercialization of Zwipe’s biometric cards within payments and access control. Zwipe has made substantial progress in both Zwipe Pay and Zwipe Access, which the Company anticipates will translate to meaningful commercial traction and revenue in the coming quarters. With the company operating in a very cost-efficient manner, proceeds from the rights issue alongside available cash and possible additional cost saving measures are expected to support the Company throughout 2024 and in its transition to a phase of sustainable, long-term commercial success.
Robert Puskaric, CEO of Zwipe comments:
"Zwipe continues to see strong interest in bringing both biometric payment and access control cards to market globally. While commercial launches have not happened as fast as we would have liked thus far, signs still point to market adoption happening in the coming quarters. Proceeds from the rights issue will give us more financial flexibility and enable us to execute on our commercial objectives for both Zwipe Pay and Zwipe Access. We are operating in an efficient and agile manner and proceeds from the rights issue should support us in achieving significant commercial traction and positioning the company for sustainable, profitable growth."
Key terms of the Rights Issue
The Board has today resolved to propose that the EGM resolves on the Rights Issue of 58,413,732 transferable subscription rights (the "Subscription Rights") with preferential rights for existing shareholders, whereby one Subscription Right gives the right to subscribe for one unit ("Unit") consisting of (i) a new share in the Company, each with a nominal value of NOK 0.10, and (ii) a warrant of series T01 (the "Warrants") for a subscription price of NOK 0.60 per Unit. Two Warrants give the right to subscribe for one ordinary share in the Company in the period beginning on 2 December 2024 and ending on 13 December 2024. The subscription price in the Rights Issue is NOK 0.60 per Unit on Euronext Growth Oslo and SEK 0.59 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 35.0 million in gross proceeds. If Warrants are exercised, the Company will receive additional proceeds in December 2024.
The shareholders of the Company on 22 November 2023 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the "VPS") as at the expiry of 24 November 2023 (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 one (1) Unit. Each Unit consists of one (1) new share and one (1) Warrant.
Subscription of Units with or without preferential rights shall take place during the period 28 November 2023 - 13 December 2023. Subscription Rights that are not exercised during the subscription period become invalid and lose their value. Trading in Subscription Rights takes place on Nasdaq First North Growth Market and Euronext Growth Oslo during the period 28 November 2023 – 7 December 2023.
Pursuant to Section 10-4 of the Norwegian Private Limited Companies Act, the shareholders of the Company at the day of the EGM (as registered in the Company's shareholder register in VPS two trading days thereafter (the "EGM Record Date")), and who are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action, will be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of the EGM Record Date (the "Existing Shareholding"), and will receive Subscription Rights proportionate to their Existing Shareholding. The Company expects to apply for admission to trading of the Subscription Rights on Euronext Growth Oslo and Nasdaq First North Growth Market Stockholm.
Units will be allocated in the Rights Issue in accordance with the following criteria:
Two (2) Warrants entitle, during the period 2 December 2023 - 13 December 2024, to the subscription of one (1) new share in Zwipe at an exercise price corresponding to 70 percent of the volume-weighted average price paid for Zwipe's share on Euronext Growth Oslo during the 10 trading days that precedes the exercise period, however not less than NOK 0.10 and not more than NOK 1.20.
There will from and including 7 November 2023 temporarily be imposed a block for repositioning of trading in the shares in the Company between Euronext Securities Oslo (VPS) and Euroclear Sweden AB until and including the record date in the Rights Issue.Full terms and conditions for the Rights Issue as well as other information about the Company will be described in the EU Growth Prospectus, which is expected to be published around 24 November 2023.
Subscription commitments and bottom guarantee commitments
In connection with the Rights Issue, the Company has 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 has received so-called bottom guarantee commitments of approximately NOK 15.8 million. Through the bottom guarantees, provided that subscription takes place to an amount at least equivalent to the subscription commitments, approximately 70 percent of the issue proceeds in the Rights issue is 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 are 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 will be found in the EU Growth Prospectus which is planned to be published around 24 November 2023.
Top guarantee commitment and new issue of the Convertible Loan and Warrants pursuant to the top guarantee commitment
Zwipe has received a so-called top guarantee of approximately NOK 10.5 million. Through the top guarantee, provided that subscription takes place to an amount at least equivalent to the subscription commitments and the bottom guarantee commitments, 100 percent of the issue proceeds in the Rights Issue is secured. For the so-called top guarantee, a compensation of fifteen (15) percent of the guaranteed amount is paid. The top guarantee commitment is not secured by bank guarantee, escrow funds, pledging or similar arrangements.
In the event that the top guarantor needs to fulfill its top guarantee commitment, the subscription amount shall be paid to the Company by the top guarantor subscribing for the Convertible Loan. Thus, the Board has also resolved to propose that the Company carries out a new issue of the Convertible Loan of up to approximately NOK 10.5 million.
The total subscription price for the Convertible Loan will be equivalent to the total subscription price of the Rights Issue, minus the subscription price of the units subscribed by the existing shareholders of the Company and the units subscribed by the bottom guarantors. However, the subscription price shall not be less than NOK 5.0 million. For instance, if the Rights Issue is subscribed to 75%, the top guarantor will subscribe in the Convertible Loan for 25% of the Rights Issue. If the Convertible Loan is subscribed to 95%, the Top Guarantor will subscribe for 5% of the Rights Issue, adjusted up to an amount equal to base amount of NOK 5.0 million. This means that the total potential funds raised in the Rights Issue and the Convertible Loan could amount to approximately NOK 40.0 million in aggregate.
The Convertible Loan carries an annual interest rate of 10 percent + STIBOR 3M of the loan amount. The interest will be paid by the Company quarterly in cash. The maturity date of the Convertible Loan is 20 December 2024, to the extent conversion has not taken place before such date. The conversion price is 130 percent of subscription price in the Rights issue, which is equal to NOK 0.78 per share.
The top guarantor will also have 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 shall be entitled to subscribe for will amount 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 divided by 0.78.
Detailed information regarding the top guarantor will be found in the EU Growth Prospectus which is planned to be published around 24 November 2023.
Preliminary time plan for the Rights Issue
22 November 2023: Last trading day including the right to receive subscription rights
23 November 2023: First trading day excluding the right to receive subscription rights
24 November 2023: Publication of prospectus
24 November 2023: Record date for participation in the Rights Issue
28 November – 7 December 2023: Trading in subscription rights at Nasdaq First North Growth Market Sweden and Euronext Growth Market Oslo
28 November – 12 December 2023: Subscription period on Nasdaq First North Growth Market Sweden
28 November – 13 December 2023: Subscription period on Euronext Growth Market Oslo
13 December 2023: Publication of preliminary outcome of the Rights Issue
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 5,841,373.20, from NOK 5,841,373.20 to NOK 11,682,746.40, through the issuance of a maximum of 58,413,732 shares. The number of shares increases from 58,413,732 to a maximum of 116,827,464 shares. For existing shareholders who do not participate in the Rights Issue, this implies a dilution effect of 50.0 percent in the case of full subscription.
Upon full subscription in the Rights Issue and subsequent subscription of NOK 5 million in the Convertible Loan, the number of shares will increase by a further 6,410,256 to 123,237,720 shares and the share capital by NOK 641,025.60 to NOK 12,323,772.00 given full conversion of the Convertible Loan.
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 a further 29,206,866 to a total of 152,444,586 shares and the share capital will increase by NOK 2,920,686.60 to a total of NOK 15,244,458.60. In the event that all outstanding warrants issued in connection with the Convertible Loan are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by a further 3,205,128 to a total of 155,649,714 shares and the share capital will increase by 320,512.80 to a total of 15,564,971.40 SEK.
Extraordinary general meeting
The Rights Issue and the new issue of the Convertible Loan requires the approval by the EGM expected to be held on 22 November 2023 to be implemented. The notice of the EGM will be published in a separate press release.
Advisor
Zwipe has engaged Hagberg & Aneborn Fondkommission AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
###
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 07:30 on 8 November 2023.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer
future. We work with great passion across networks of international
organizations, industries and cultures to make convenience safe and secure. We
are pioneering next-generation biometric card and wearables technology for
payment and physical & logical access control and identification solutions. We
promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and
services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@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, 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.
The Board of Directors of Zwipe AS, org. nr 994 553 607, has on November 10, 2019, subject to the approval by an Extraordinary General Meeting, decided to carry out a preferential rights issue of up to MNOK 74 by issuing up to 10 635 525 shares, implying an increase of the Company’s share capital of up to NOK 1 063 553.
90 percent of the Rights Issue, amounting to MNOK 67, is already covered through subscription commitments and underwriting commitments from current shareholders and new investors.
Background and purpose
During 2019 Zwipe has made significant technological, commercial and organizational progress. Most notably, Zwipe entered a strategic collaboration with Idemia on a disruptive technology platform for biometric payments. Furthermore, Zwipe successfully completed the prototyping of its in-house Z5 energy harvesting and power management chip, extended its network of card manufacturer clients, delivered according to its first received order for its second generation inlay technology, and was engaged by G+D Mobile Security to provide product design and prototyping for a wearable biometric payment device to be piloted by a leading bank.
The preferential rights issue is carried out in order to secure working capital toward commercialization and scale-up of Zwipe’s technology platform. The commercialization efforts will be accompanied by a targeted program to focus and streamline the company’s resources.
CEO André Løvestam commented “This rights issue is planned to extend Zwipe’s financial runway all the way to scale-up of biometric cards, and I am pleased that we have achieved a 90% guaranteed subscription. We now see a clear path toward finalizing and commercializing our technology, with the required capital resources to get to that point.
Zwipe is streamlining its product roadmap and pursuing cost saving opportunities that will reduce the current burn-rate. This has been made possible on the back of the strategic collaboration with Idemia, the global leader in Augmented Identity and one of the world’s largest payment card manufacturers, on a disruptive technology platform that we together with our partner Idemia believe is a game changer and a catalyst for growth in the industry. The new platform will integrate and simplify component design, drastically reducing costs of the product itself and the manufacturing process. As a result, a complete biometric payment card cost of below USD 10 is becoming realistic, providing an accelerated path to mass volumes while giving Zwipe a long-term cost leadership position.”
Summary of Rights Issue
The subscription price is NOK 7.00 per share. The Company’s shareholders have preferential rights to subscribe to the new shares in relation to the number of shares currently held. For each recorded share the shareholder obtains one (1) subscription right. Three (3) subscription rights entitle to subscription of two (2) newly issued shares.
The Record Date for participation in the Rights Issue is planned for December 4, 2019. The subscription period is expected to run from December 5 up to and including December 19, 2019. The Board of Directors shall have the right to extend the subscription period if deemed beneficial. In the event that not all shares have been subscribed for in the Rights Issue, the Board of Directors, within the maximum scope of the Rights Issue, resolve on the allocation of shares subscribed for without subscription rights.
The Company has obtained subscription commitments and undertaking commitments from a number of current shareholders and external investors. The subscription commitments from existing shareholders, and external investors who will receive subscription rights from major shareholders who cannot participate, amount to 16.1 percent of the Rights Issue. Underwriting commitments amount to an additional 73.9 percent of the Rights Issue. In total, the subscription commitments and underwriting commitments from current shareholders and new investors amount to MNOK 67.0, corresponding to 90.0 percent of the Rights Issue.
Timetable for the Rights Issue
The below timetable for the Rights Issue is preliminary and may be adjusted:
Prospectus
Complete information regarding the Rights Issue and information about the Company will be included in the prospectus that is expected to be published on or about December 4, 2019.
Extraordinary General Meeting
To obtain approval to carry out the Rights Issue, the Board of Directors has decided to call for an extraordinary general meeting. The extraordinary general meeting is to be held on December 2, 2019 at 11:30 at the office of Simonsen Vogt Wiig Advokatfirma, Filipstad Brygge 1, Oslo. The notice of the meeting will be published today through a separate press release.
For further information please contact:
André Løvestam, CEO: andre@zwipe.com +47 93 43 69 52
Lars Myren, Interim CFO: lars@zwipe.com +47 90 94 36 60
Advisors
In connection with the Rights Issue, Zwipe has appointed Erik Penser Bank AB (publ) as book runner, and Advokatfirmaet Simonsen Vogt Wiig AS as legal advisor.
For more information, please visit www.zwipe.com
Important information
The information in this press release does not constitute an offer to sell, acquire, subscribe for or otherwise trade in shares or other securities issued by Zwipe AS. No offer will be made in any jurisdiction in which such offer or solicitation is unlawful or where this would require registration, publication of a prospectus or similar action. Invitation to interested parties to subscribe for shares in Zwipe AS will only be made through the prospectus that Zwipe AS will publish.
There will be no public offer of shares in the United States. The new shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities law of any state or other jurisdiction of the United States and may not be reoffered, resold, pledged or otherwise transferred, directly or indirectly, except (a) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S, as applicable or (b) pursuant to Rule 144A under the U.S. Securities Act by executing and delivering a separate U.S. investor representation letter to the manager. A person in the United States or who is a “U.S. Person” (within the meaning of Regulation S under the U.S. Securities Act), may not apply for Offer Shares or otherwise take steps in order to subscribe for or purchase Offer Shares unless the subscriber has confirmed to the manager that it is a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the U.S. Securities Act, acquiring the Offer Shares for investments purposes for its own account or for one or more accounts of another/other QIB(s), where it has investment discretion over such accounts in a transaction exempt from the registration requirements under the U.S. Securities Act by executing and delivering a U.S. investor representation letter to the manager. The Offer Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and may not be deposited into any unrestricted depositary receipt facility in the United States, unless at the time of deposit the Offer Shares are no longer "restricted securities".
The information in this press release may not be released, published, reproduced or distributed in or to the United States, Canada, Japan, Australia, Hong Kong, Switzerland, Singapore, South Africa or New Zealand or any other country or jurisdiction where such action is not permitted or where such action is subject to legal restrictions or would require further registration or other measures than what is required by Norwegian and / or Swedish law. Measures contrary to this instruction may constitute a breach of applicable securities legislation.
OSLO, NORWAY – 6 November 2019
Q3 2019 highlights and recent developments
During the third quarter Zwipe focused on extending its technology portfolio and network of partners covering the biometric payment card and wearables value chain:
Status update from the CEO
André Løvestam, CEO of Zwipe said ”Q3 2019 exceeded our expectations and we are happy with the major milestones we have completed over the last months. The announced collaboration with Idemia on a disruptive technology platform for biometric payments represents a defining moment for Zwipe. The new biometric payments platform will drastically reduce product and manufacturing costs by integrating into a single chip the functions that previously required a Secure Element, a Microcontroller, and more than thirty external components. This enables Zwipe to take a strong cost leadership position and gain competitive advantage as the industry moves towards large-scale volumes.
In parallel, we are forging ahead with our internal research and development activities and have expanded our intellectual property (IP) portfolio. In the period, our in-house IP development has progressed well. Zwipe now has 31 granted patents across 10 patent families in its IP portfolio, representing significant licensing revenue potential for the company going forward. Immediately after the closing of Q3, we announced the successful completion of a two-year development project: a working prototype of our Z5 chip which we plan to commercialize to stakeholders across the payments ecosystem, both as a stand-alone chip and as part of our biometric payment platform, the biometric inlay.
We have complemented our products with services. At the end of the quarter, Zwipe introduced the “Zwipe Experience” to its customers – a comprehensive program of products and services, enabling the card manufacturers to prepare for all aspects of launching biometric payment cards.
With product development taking positive strides, we have also continued expanding our network of customers. In Q3 we added Thailand-based card manufacturer dz card to our already substantial global customer network. Dz card plans to launch biometric payment solutions to address the emerging needs of customers in Thailand and across Southeast Asia, a region poised to see exponential growth in payment card adoption over the coming years.
Beyond dual-interface payment cards, we are pursuing complementary payment solutions where our technology represents a competitive advantage for our customers. During the quarter, we announced that we had been engaged by G+D Mobile Security, one of the world’s largest players within security solutions, to provide product design and prototyping for a wearable biometric payment device to be piloted by a leading bank.
With good momentum in these two emerging product verticals, we are confident that our focus on building relationships with our customers will play a major role in securing both short- and long-term success for the company. The new relationships diversify our customer base and extend our geographical presence, securing ties with regional leading card manufacturers and banks. Industry leaders in the biometric payment industry such as Idemia and G&D are firming up their roles, setting up commercial structures and investing in trial and production capacity. The fact that they select Zwipe as a key partner for their endeavours is a testament to our strong role in the value-chain.
It is exciting for us to see that our future potential is materializing in near-term commercial opportunities. Our initial sales of biometric card inlays, and customer-funded engineering efforts are opening doors for greater opportunities going forward. I am delighted to see that the steps we have taken are starting to bear fruit.”
Financials and Significant Events During Third Quarter 2019
Financial Status
During the third quarter Zwipe had revenues of MNOK 1.0 (0.9) representing sale of products for trial purposes as well as NRE invoiced to certain customers for specific developments. Accumulated revenues for the year amount to MNOK 1.3 (1.6).
Average monthly cash flow during Q3 2019 was MNOK -7.6 (-5.6), compared to MNOK -8.9 in the first half of 2019. The closing cash balance at end of Q3 was MNOK 51.0.
Subsequent event: Completed prototype Zwipe Z5 chip
After closing of the third quarter, Zwipe announced the successful prototype completion and power-on of its in-house developed “Z5” energy harvesting and power management integrated circuit (ASIC). The proprietary new chip is a significant milestone in component consolidation, cost reduction and efficiency improvement for Zwipe. Commercial samples are planned to be ready by mid-2020, by which time mass production can start. The Z5 chip will precede and subsequently complement the emerging biometric payment technology platform announced with Idemia.
OSLO, NORWAY – 14 OCTOBER 2019 – Biometric technology company Zwipe is pleased to announce the prototype manufacturing and successful power-on of its Z5 chip, an application-specific integrated circuit (ASIC) developed by Zwipe and supported by proprietary energy harvesting IP.
The Zwipe Z5 consolidates components required for contactless energy harvesting and power management in one chip, reducing cost and improving the power efficiency and the manufacturability of embedded biometric solutions. This proprietary embedded chip will be a key commercial element for Zwipe’s biometric products for payment and beyond.
Commenting on this important breakthrough, André Løvestam CEO of Zwipe said, “this is an important milestone for the company, and a key part of Zwipe’s Generation NxT initiative focusing on cost reduction and supply-chain readiness to improve our competitiveness and facilitate our go-to-market and scale-up capacity. Over the coming months, Zwipe will complete verification and qualification. Commercial samples are planned for release mid-2020, at that stage mass production can start.”
The Zwipe Z5 chip will be sold as a single component and as part of Zwipe’s embedded system, the biometric inlay. Target customers are smart card and wearables manufacturers as well as original equipment manufacturers (OEMs) in the emerging biometric payment market and in other verticals.
The development of this component is partially funded through a EUR 2.3 million (NOK 23 million) grant from the European Commission as part of Horizon 2020.
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OSLO, NORWAY– 27 SEPTEMBER 2019 – Biometric technology company Zwipe has today delivered the first order of its second-generation biometric inlay to one of its card manufacturing customers. The order was for a few thousand units and generates revenue of approximately half a million NOK in the third quarter 2019.
“Zwipe’s biometric payment platform is the most widely live-tested solution in the marketplace and it has been progressively updated in terms of performance and cost. We are now starting to provide our second-generation biometric platform and inlay technology to our customers. We are supporting our customers toward achieving a mass-marketable roll-out of their biometric payment cards” says André Løvestam, CEO at Zwipe.
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Courbevoie, FRANCE and Oslo, NORWAY – 19 September 2019 – IDEMIA, the global leader in Augmented Identity and one of the world’s largest biometric payment card manufacturers, and Zwipe, a leading biometric technology company, have signed an exclusive partnership and distribution agreement that sees the two companies co-investing in the development of a disruptive biometric payment card platform. The companies’ shared vision is to enable mass volume market take-off and long-term growth for biometric payment cards, by bringing to market a technology platform that will significantly reduce the complexity and cost of the design and production process for biometric payment cards, enabling an accelerated path to mass volumes which will ultimately benefit the issuers and users of cards.
This result is achieved by drastically reducing the number of components, integrating in a single chip the functions that previously required a Secure Element, a Microcontroller, and more than thirty external components, all mounted on a flexible PCB (Printed Circuit Board). Cards incorporating this new technology will be in the market in H2 2020, with high volume deployment starting in 2021.
Speaking on the agreement, Amanda Gourbault, Executive Vice-President for Financial institutions activities at IDEMIA, declared: “this is a strategic, high profile project for IDEMIA. We are very excited about what this platform will enable in terms of market growth and the penetration of biometric payment cards. IDEMIA is delighted to partner with Zwipe, a company with a solid intellectual property portfolio and an expanding global customer network; we are confident that our new solution will command a leading position in the marketplace.”
Zwipe will have worldwide exclusive rights to provide this solution to manufacturers of payment cards, wearables and other payment solutions, and their suppliers, when the product becomes available. IDEMIA has ownership of this technology and will sell F.CODE to its Financial Institutions customers. Once again, by bringing the best of its technology and vision, IDEMIA is driving the growth of the biometric cards market.
Commenting on this major development, André Løvestam, CEO of Zwipe said “we are excited and proud to enter a significant partnership with IDEMIA, a prominent global industry leader. The platform represents a technological leap that will serve as a catalyst to enable full biometric payment card costs to come down significantly, driving mass volume market growth and complementing our current and future product portfolios. We look forward to bringing this platform to our customers to continue to shape the biometric payments industry.”
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OSLO, NORWAY– 17 SEPTEMBER 2019 – Biometric technology company Zwipe has been selected by Giesecke + Devrient (G+D) Mobile Security, one of the world’s largest mobile and digital security providers to develop a biometric payment device with a view to pilot this technology with leading banks.
Speaking on the partnership with Zwipe, Gabrielle Bugat, Group Senior Vice President and Head of Business Unit Financial Services at G+D Mobile Security, said “We have selected Zwipe because of their proven ability to integrate biometrics with payment functionalities into an extremely space and energy-constrained environment,” adding “we are confident that this joint effort will help establish new opportunities in the emerging biometric payments marketplace.”
Zwipe will provide the technical design and core components for integration into a wearable device with the digital security provider integrating the payment platform and personalising the product for use as a payment solution.
Commenting on this commercial effort, André Løvestam, CEO of Zwipe said “Our new customer, G+D is one of the world’s largest players in security solutions and we are excited to launch this collaboration.”
The joint development is commencing now, and the two parties plan to announce the start of any pilot when the product is ready for trials.
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BANGKOK, THAILAND – 11 SEPTEMBER 2019 – Biometric technology company Zwipe and dz card a global card solution provider and one of the largest card manufacturers in Southeast Asia, have signed a partnership to launch biometric payment solutions addressing the emerging needs of customers in Thailand and across Southeast Asia, as well as India and Africa.
Speaking on the engagement, Mr. Renaud ADAM – CEO of dz card said, “we have received requests from several large issuers seeking biometric payment cards and we are excited to partner with Zwipe, who is uniquely positioned to support our customers in introducing, optimizing and scaling up the issuance of this innovative product which makes contactless payment so much more secure.”
dz card will look to integrate Zwipe’s technology platform in bringing their biometric payment cards and other associated solutions to market, featuring Zwipe’s proprietary biometric payment platform and secure at-home enrolment offering.
Commenting on this latest customer acquisition André Løvestam, CEO of Zwipe said, “we are honored that dz card decided to join our growing customer base and we are confident that our unique and dedicated approach to support them in launching biometric payment cards will be a win for their customers, some of the largest financial institutions in Southeast Asia.”
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OSLO, NORWAY – 3 September 2019- Biometric technology company Zwipe will explore a potential listing on Nasdaq Stockholm's First North Growth Market. The timing of such a listing remains to be evaluated.
Commenting on this development, CEO of Zwipe André Løvestam said “the past several months has seen major stakeholders in the emerging biometric payment market invest in preparations for commercialization of biometric payment cards and accompanying offerings. This vote of confidence and positive outlook has enabled several new strategic opportunities for Zwipe that are currently being pursued. On this basis, the Board of Directors has concluded an intent to list on Nasdaq Stockholm's First North Growth Market”, adding “listing on Nasdaq First North Growth Market will take the company closer to the majority of its investors and open up a larger and more dynamic trading market for its shares.”
Please see Zwipe’s Interim Report January to June 2019 on the company’s website, www.zwipe.com for more information about the company’s status and outlook.
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Oslo, Norway - 3 September 2019
Biometric technology company Zwipe today announces its Interim Report January to June 2019:
First Half Year
Significant events during the period
Significant events after the period
CEO comment
André Løvestam, Chief Executive Officer at Zwipe, said “Zwipe had significant progress during the first half of 2019. During the period we added five new card manufacturing customers across the world, significantly broadening our customer base. At the same time, multiple pilots with existing customers, banks and payment networks, have provided strong results and given us unique insights as we progress towards commercial adoption of our offerings.
Over the course of this summer, accredited third-party labs used for validation by the major payment networks have confirmed that Zwipe’s platform is comfortably surpassing the biometric performance, security and interoperability requirements for certification to be awarded to card manufacturers.
During the first half of 2019 multiple card manufacturers have started the capital-intensive process of launching biometric payment card specific manufacturing lines, semiconductor providers have begun the development of dedicated offerings for this emerging market, and the entire value chain supporting these processes has started moving more aggressively.
This vote of confidence of the future prospects in biometric payment cards and wearables has opened up several new strategic opportunities for Zwipe; opportunities that we are now pursuing at full speed.
Based on this confirmation of Zwipe’s value proposition and long-term prospects, the Board of Directors has concluded an intent to list on Nasdaq Stockholm's First North Growth Market, thereby further accelerating and supporting the company's development.
I am confident that Zwipe is well positioned to unlock the exciting opportunities coming our way and I am looking forward to the next phase of our journey.”
Please find the full report attached or on the company’s website www.zwipe.com.
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