OSLO, NORWAY – 10 December 2024 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue").
The shareholders of the Company on 3 December 2024 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, as at the expiry of 5 December 2024 (the "record date") was granted one (1) subscription right (the "Subscription Rights") for each share registered as held by the shareholder as of the record date. One (1) Subscription Right gives the right to subscribe for four (4) Units.
The Company has today, 10 December 2024, been informed that the following primary insiders of the Company have exercised the specified number of Subscription Rights in the Rights Issue, thereby subscribing for the corresponding number of Units they are entitled to upon completion of the Rights Issue.
Please see the attached notifications of transactions for further information.
Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 39.7 million (the "Rights Issue").
Reference is further made to the stock exchange announcement published by the Company on 3 December 2024, in which the Company announced that the extraordinary general meeting of the Company had resolved on the Rights Issue of 99,303,344 transferable subscription rights (the "Subscription Rights") with preferential rights for existing shareholders, whereby one Subscription Right gives the right to subscribe for four (4) units ("Unit"). Each Unit consists of (i) a new share in the Company, each with a nominal value of NOK 0.10, and (ii) a warrant of series T02 (the "Warrants") for a subscription price of NOK 0.10 per Unit. One Warrant give the right to subscribe for one ordinary share in the Company during the period beginning on 3 March 2025 and ending on 14 March 2025. The subscription price in the Rights Issue is NOK 0.10 per Unit on Euronext Growth Oslo and SEK 0.10 per Unit on Nasdaq First North Growth Market Sweden. The subscription price per share corresponds to the subscription price per Unit. Thus, the Warrants are issued free of charge. Upon full subscription, the Company will initially receive approximately NOK 39.7 million in gross proceeds. If Warrants are exercised, the Company will receive additional proceeds in March 2025.
Reference is further made to the stock exchange announcement published by the Company on 4 December 2024 where the Company announced that the prospectus pertaining to the Rights Issue had been approved and registered by the Swedish Financial Supervisory Authority (the "Prospectus"). The Prospectus has also been passported to Norway.
Availability of the prospectus:
The prospectus can be ordered from Zwipe by e-mail: ir@zwipe.com subject to certain legal restrictions. The prospectus is available on the Company's website www.zwipe.com and will also be available on the Swedish Financial Supervisory Authority's website, http://www.fi.se.
Eligibility:
The shareholders of the Company on 3 December 2024 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the "VPS") as at the expiry of 5 December 2024 (the "Record Date") will be granted one (1) Subscription Right for each share registered as held by the shareholder as of the Record Date. One (1) Subscription Right is required to subscribe for four (4) Units. Each Unit consists of one (1) new share and one (1) Warrant. The Subscription Rights will be registered on each Eligible Shareholders' VPS account.
Allocation of Subscription Rights:
One Subscription Right provides preferential right to subscribe for, and be allocated, four (4) Units at the Subscription Price (subject to applicable law in the relevant jurisdiction of an Eligible Shareholder). Eligible Shareholders will be allocated one (1) Subscription Right for every one (1) existing share registered as held by such eligible shareholder as of the Record Date. For a description of the allocation procedure, acquisition and/or exercise of Subscription Rights, reference is made to the section headed "Terms and Conditions of the Offering" under sub-heading "Allocation of the Units" in the Prospectus.
Subscription Period:
The subscription period in the Rights Issue taking place on Euronext Growth Oslo will commence at 09:00 hours (CET) on 6 December 2024 and expire at 16:30 hours (CET) on 20 December 2024. The subscription period in the Rights Issue for the part of the Rights Issue taking place on Nasdaq First North Growth Market Sweden will commence at 09:00 hours (CET) on 6 December 2024 and expire at 17:30 hours (CET) on 19 December 2024.
Trading in Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange under the ticker "ZWIPT" from 09:00 hours (CET) on 6 December 2024 to 16:30 hours (CET) on 16 December 2024 on Euronext Growth Oslo and Nasdaq First North Growth Market Sweden. Subscription Rights that are not used to subscribe for Units or sold before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. The Subscription Rights may have economic value if the Company's shares trade above the Subscription Price during the Subscription Period.
Change in share capital, number of shares and dilution:
Based on the outstanding number of shares as of today, the share capital in the Company increases through the Rights Issue by a maximum of NOK 39,721,337.60, from NOK 9,930,334.40 to NOK 49,651,672.00, through the issuance of a maximum of 397,213,376 shares. The number of shares increases from 99,303,344 to a maximum of 496,516,720 shares. For existing shareholders who do not participate in the Rights Issue, this implies a dilution effect of 80.0 percent in the case of full subscription.
In the event that all outstanding Warrants issued in the Rights Issue are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by an additional 397,213,376 to a total of 893,730,096 shares and the share capital will increase by NOK 39,721,337.60 to a total of NOK 89,373,009.60.
Subscription Price:
The subscription price in the Rights Issue is NOK 0.10 per Unit on Euronext Growth Oslo and SEK 0.10 per Unit on Nasdaq First North Growth Market Sweden, based on the European Central Bank's published exchange rate on 7 November 2024.
Pre-commitment and bottom guarantee commitments:
The Company has received subscription commitments from Board members Jörgen Lantto and Dennis Jones, amounting to approximately 4.5 percent of the Rights Issue.
To the extent the Rights Issue is not fully subscribed, a consortium of guarantors, including board member David Chew, has agreed to subscribe and pay for units in the Rights Issue up to an aggregate subscription rate corresponding of 28 percent of the Rights Issue (the "Bottom Guarantee Commitments"). The consortium providing the Bottom Guarantee Commitments will receive a 15 percent underwriting fee.
In addition, the Company and Fenja Capital (the "Top Guarantor") has agreed that the Top Guarantor shall subscribe and pay for units in the Rights Issue up to 13.9 percent of the Rights Issue (the "Top Guarantee Commitment"). The Top Guarantor will receive an 8 percent underwriting fee.
Further information about the subscription commitments, the Bottom Guarantee Commitments and the Top Guarantee Commitment is available in the prospectus, which can be ordered from Zwipe by e-mail: ir@zwipe.com subject to certain legal restrictions. The prospectus is available on the Company's website www.zwipe.com and will also be available on the Swedish Financial Supervisory Authority's website, http://www.fi.se.
New issue of the Convertible Loan and Share Options pursuant to the top guarantee commitment
The Top Guarantee Commitment will be fulfilled through the partial set-off of NOK 5,514,472 of the Company's outstanding convertible loan of NOK 10,514,472 (the "2023 Convertible Loan"). If the Top Guarantor is allotted units amounting to less than NOK 5,514,472, the balance between the allotted amount and NOK 5,514,472 shall be paid back in cash by the Company to the Top Guarantor, using proceeds from the Rights Issue. The accrued interest under the 2023 Convertible Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, will be set-off against the Top Guarantor's commitment under the Bottom Guarantee Commitments.
The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0 million, will be extended for another 12 months in the form of a new convertible loan (the "New Convertible Loan"). This arrangement ensures the full settlement of the 2023 Convertible Loan. The New Convertible Loan will carry an annual interest rate of STIBOR + 10 percent. The issuance of the New Convertible Loan is contingent on the Company's board of directors issuing the New Convertible Loan in accordance with the board authorization granted at the extraordinary general meeting on 3 December 2024.
As consideration for the Top Guarantor agreeing to subscribe for the New Convertible Loan, the Top Guarantor shall receive a fee of NOK 200,000 from the Company (the "Arrangement Fee"). The Arrangement Fee shall be added to the total nominal amount of the New Convertible Loan and not be paid in cash, which means that the total nominal amount of the New Convertible Loan shall amount to a total of NOK 4,200,000.
The Company has also issued 60,000,000 contractual stock options to the Top Guarantor (the "Stock Options"). The Stock Options can be exercised up until 31 December 2026 and each Stock Option entitles to subscribe to one (1) new share in Zwipe at a price of 70 percent of VWAP during the ten trading days that immediately precede every third month-end, starting in April 2025, however no lower than the quota value of the Company's share and not higher than 150 percent of the subscription price in the Rights Issue. The Stock Options can be exercised on 30 April 2025 at the earliest. The issuance of shares upon exercise of the Share Options is contingent upon either a resolution by the Company's general meeting to issue the corresponding shares in accordance with the Norwegian Private Limited Liability Companies Act, or the Company's board of directors issuing the shares pursuant to an authorization granted under the Norwegian Private Limited Liability Companies Act.
Financial Intermediaries:
If an Eligible Shareholder holds shares in the Company registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the aggregate number of the Subscription Rights to which they will be entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Listing and Commencement of trading of the new shares:
Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 6 January 2025. The new shares and warrants of series TO2 are expected to be delivered to subscribers who are allocated Units in the VPS on or about 8 January 2025 and in Euroclear on or about 8 January 2025.
For further details of the terms of the Rights Issue, please refer to the Prospectus.
Advisors:
Bergs Securities AB is acting as financial advisor to the Company in connection with the Rights Issue.
DNB Bank ASA, Issuer Services, is acting as receiving agent in the Rights Issue.
Advokatfirmaet Schjødt AS is acting as the Company's legal adviser in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 on 6 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for
OSLO, NORWAY – 4 DECEMBER 2024 – Zwipe AS ("Zwipe" or the "Company") announces
that the prospectus relating to the Company's rights issue of units consisting
of shares and warrants (the "Rights Issue") has been approved and registered by
the Swedish Financial Supervisory Authority and is available on the Company's
website www.zwipe.com and will also be available on the Swedish Financial
Supervisory Authority's website, www.fi.se.
The prospectus can be ordered from Zwipe by e-mail: ir@zwipe.com subject to
certain legal restrictions. The prospectus is available on the Company's
website www.zwipe.com, and will also be available on
the Swedish Financial Supervisory Authority's website, http://www.fi.se.
Timetable for the Rights Issue
The commencement of the subscription period in Norway is subject to timely passporting of the prospectus.
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 16.20 CET on 4 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
OSLO, NORWAY – 4 Dec – 2024 –Zwipe, a global leader in biometric authentication technology for access control, identification, and payment solutions, is pleased to announce that a leading international luxury and fashion company is currently testing Zwipe’s biometric access cards. This evaluation marks a significant step toward the potential integration of Zwipe’s advanced technology into the company’s operations.
A publicly listed company on the Oslo and Stockholm stock exchanges, Zwipe specializes in developing secure, innovative solutions that prioritize data privacy and user convenience. The company’s biometric access cards are designed to offer robust security by ensuring that only authorized users can activate the card using their unique fingerprint.
The luxury retailer is exploring Zwipe Access to enhance security across its global network of stores and operations. With rising concerns over physical access security in the luxury sector, Zwipe Access cards provide a card-based dual-authentication solution for access control. Sensitive credentials are kept secure and can only be activated by the legitimate cardholder.
Robert Puskaric, President and CEO of Zwipe, said, "In the world of luxury retail, privacy and security are paramount. Adopting secure and reliable access control systems is essential in protecting people and facilities. Zwipe’s biometric technology offers a secure, fast, and intuitive authentication experience for access control. We are delighted to have such a global leader as potential customer."
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries, and cultures to make convenience safe and secure. We are pioneering next-generation biometric card technology for payment, physical and logical access control, and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit www.zwipe.com
All the items on the agenda were addressed and approved. Attached are the minutes of the EGM.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 13.40 (CET) on 3 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
OSLO, NORWAY – 3 DECEMBER 2024 – Reference is made to the stock exchange announcement published by Zwipe AS (the “Company”) on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of one share and one warrant, with preferential rights for existing shareholders with gross proceeds of up to NOK 39.7 million (the "Rights Issue").
The Board of Directors has received subscription and guarantee commitments from certain existing shareholders and external investors. Thus, the Rights Issue is covered by subscription and guarantee commitments up to at least 41.9 percent, equal to NOK 16.6 million.
Subscription and Guarantee Commitments
The Company has received subscription commitments from Board members Jörgen Lantto and Dennis Jones, amounting to approximately 4.5 percent of the Rights Issue.
To the extent the Rights Issue is not fully subscribed, a consortium of guarantors, including board member David Chew, has agreed to subscribe and pay for units in the Rights Issue up to an aggregate subscription rate corresponding of 28 percent of the Rights Issue (the “Bottom Guarantee Commitments”). The consortium providing the Bottom Guarantee Commitments will receive a 15 percent underwriting fee.
In addition, the Company and Fenja Capital (the “Top Guarantor”) has agreed that the Top Guarantor shall subscribe and pay for units in the Rights Issue up to 13.9 percent of the Rights Issue (the “Top Guarantee Commitment”). The Top Guarantor will receive an 8 percent underwriting fee.
Further information about the subscription commitments, the Bottom Guarantee Commitments and the Top Guarantee Commitment will be provided in the prospectus, to be approved by the Swedish Financial Supervisory Authority on or about 5 December 2024.
Convertible Loan and Use of Proceeds
The Top Guarantee Commitment will be fulfilled through the partial set-off of NOK 5,514,472 of the Company’s outstanding convertible loan of NOK 10,514,472 (the “2023 Convertible Loan”). If the Top Guarantor is allotted units amounting to less than NOK 5,514,472, the balance between the allotted amount and NOK 5,514,472 shall be paid back in cash by the Company to the Top Guarantor, using proceeds from the Rights Issue. The accrued interest under the 2023 Convertible Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, will be set-off against the Top Guarantor’s commitment under the Bottom Guarantee Commitments.
To accommodate the Top Guarantee Commitment, the use of proceeds outlined in the Company’s announcement on 7 November 2024 has been revised.
The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0 million, will be extended for another 12 months in the form of a new convertible loan (the “New Convertible Loan”). This arrangement ensures the full settlement of the 2023 Convertible Loan. The New Convertible Loan will carry an annual interest rate of STIBOR + 10 percent.
The issuance of the New Convertible Loan is contingent on the approval of a board authorization at the extraordinary general meeting (“EGM”) scheduled for 3 December 2024, or alternatively, the approval at a subsequent EGM that either authorizes the Company’s board of directors to issue the New Convertible Loan or directly resolves to issue the New Convertible Loan. As consideration for the Top Guarantor agreeing to subscribe for the New Convertible Loan, the Top Guarantor shall receive a fee of NOK 200,000 from the Company (the “Arrangement Fee”). The Arrangement Fee shall be added to the total nominal amount of the New Convertible Loan and not be paid in cash, which means that the total nominal amount of the New Convertible Loan shall amount to a total of NOK 4,200,000.
The Company has also issued 60,000,000 contractual stock options to the Top Guarantor (the “Stock Options”). The Stock Options can be exercised up until 31 December 2026 and each Stock Option entitles to subscribe to one (1) new share in Zwipe at a price of 70 percent of VWAP during the ten trading days that immediately precede every third month-end, starting in April 2025, however no lower than the quota value of the Company’s share and not higher than 150 percent of the subscription price in the Rights Issue. The Stock Options can be exercised on 30 April 2025 at the earliest.
The issuance of shares upon exercise of the Share Options is contingent upon either a resolution by the Company’s general meeting to issue the corresponding shares in accordance with the Norwegian Private Limited Liability Companies Act, or the Company's board of directors issuing the shares pursuant to an authorization granted under the Norwegian Private Limited Liability Companies Act.
Changes to item 5 of the EGM notice
The Bottom Guarantee Commitments and Top Guarantee Commitment necessitate changes to resolution 5 proposed for the EGM on 3 December 2024. As these changes do not affect shareholders’ preferential rights under Section 10-4 of the Norwegian Private Limited Liability Companies Act, the Company’s board of directors has determined that these amendments are in the best interests of the Company and its shareholders. An updated proposal for item 5 in the notice for the EGM will be distributed prior to the meeting.
Robert Puskaric, CEO of Zwipe comments:
"We are very grateful for the continued support from existing shareholders and new investors. By securing part of the rights issue, the management team can focus on developing Zwipe further and continuing our sales efforts.”
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in the Market Abuse
Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12,
and is information that Zwipe AS is obligated to make public pursuant to the
continuing obligations of companies admitted to trading on Euronext Growth Oslo
(Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth
Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se.
The information was submitted for publication, through the agency of the contact
person set out below, at 08:00 on 3 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
Reference is made to the stock exchange announcements published by Zwipe AS (the "Company") on 14 December 2023, regarding the final results of a rights issue of units, each consisting of one new share in the Company, each with a nominal value of NOK 0.10 and one warrant of series T01 (the "Warrants"), with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35.0 million (the "2023 Rights Issue"). Reference is further made to the stock exchange announcement made by the Company on 3 January 2024 regarding information about the Warrants.
The 2023 Rights Issue resulted in the issuance of 64,823,988 Warrants, of which 40,889,612 Warrants were allocated to subscribers in the Rights Issue and 13,480,092 Warrants were allocated to the top guarantor in connection with the issuance of a convertible loan, that constituted the top guarantee commitment under the 2023 Rights Issue (the “2023 Convertible Loan”).
Two (2) Warrants entitle to the subscription of one (1) new share in the Company in the period commencing today, 2 December 2024 and ending on 13 December 2024 (the “Exercise Period”).
The subscription price upon exercise of the Warrants shall for subscription of one share in the Company be 70% of the ten-day VWAP (Volume Weighted Average Price) of the Company's shares on Euronext Growth Oslo the last ten (10) trading days prior to commencement of the Exercise Period, but never lower than NOK 0.10 per share and never higher than 1.20 per share. Based on this, the subscription price has been set at NOK 0.11 per new share.
If all Warrants are exercised, the Company could raise an amount of NOK 3,565,319.34. Holders of Warrants may either sell their Warrants or use them to subscribe for shares in the Company, in both cases within the deadlines stated above. If the Warrants are not sold or exercised within the respective deadlines, the Warrants will lapse with no compensation to the holders. For more information pertaining to the Warrants, please see the prospectus prepared in connection with the 2023 Rights Issue, which is available on the Company's website www.zwipe.com and on the Swedish Financial Supervisory Authority's website, www.fi.se.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in Section 5-12 of the Norwegian Securities Trading Act 5-12 and is information that Zwipe AS is obligated to make public pursuant to the
continuing obligations of companies admitted to trading on Euronext Growth Oslo
(Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth
Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se.
The information was submitted for publication, through the agency of the contact
person set out below, at 23.00 CET, 1 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the 2023 Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's
website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of one share and one warrant, with preferential rights for existing shareholders amounting to approximately NOK 39.7 million (the "Rights Issue"). Below is the key information with ISIN for the subscription rights included and information on the last day including the right to receive subscription rights. Save for the inclusion of the ISIN and the last day including rights, there has been no changes to the key information relating to the Rights Issue.
Date on which the terms and conditions of the rights issue were announced: 7 November 2024
Last day including rights: 3 December 2024
Date of approval: 3 December 2024
Ex-date: 4 December 2024
Record Date: 5 December 2024
Maximum number of new shares: 397,213,376
Maximum number of new warrants: 397,213,376
Subscription price per share: 0.10 per share
Ratio preferential rights: One right per share held in the Company
Subscription ratio: One right entitles the holder to subscribe for four shares and four warrants
Manager and bookrunner: Bergs Securities AB
Settlement agent: DNB Bank ASA
Will the rights be listed: The Company will apply for listing of the rights on Euronext Growth and Nasdaq First Growth Market
ISIN for the rights: NO0013409755
Other information:
The Rights Issue is structured in a manner where each right gives the holder the right to subscribe for four shares and four warrants (Norwegian: frittstående tegningsrett), with a combined subscription price of NOK 0.10, representing a subscription price per share of NOK 0.10 and no consideration for the warrant. Each warrant holder may exercise all or some of its warrants in the period beginning on 3 March 2025 and ending on 14 March 2025. Exercise shall be carried out by written notice, which shall be received by the Company within the abovementioned exercise period. The subscription price upon exercise of the warrants is NOK 0.10.
Out of the maximum number of new shares to be issued in the rights issue, a maximum of 122 010 100 new shares will be issued to the part of the shareholder based which trades shares in Norway through Euronext Securities Oslo (VPS) (the "Norwegian Offering"), and a maximum of 275 203 276 new shares will be issued to the part of the shareholder based which trades shares in Sweden through Euroclear Sweden AB (the "Swedish Offering"). The split is based on the relationship between the trade in the two countries as per the end of 7 November 2024, and there will from and including 7 November 2024 temporarily be imposed a block for repositioning of trading in the shares in the Company between the two systems until and including the record date in the Rights Issue.
In the Swedish Offering, the subscription price of NOK 0.10 shall be settled in SEK, and will be fixed at SEK 0.10, based on the European Central Bank's published exchange rate on 7 November 2024. According to the Norwegian Private Limited Liability Companies Act (the "NPLCA") regulations, settlements in a currency other than NOK are considered as an in-kind contribution, and the Board has in this respect prepared a statement in accordance with the NPLCA Section 2 -6, cf. Section 10-2, which will be confirmed by the Company's auditor, BDO AS. The Board's statement with the auditor's confirmation is available at the Company's website: www.zwipe.com.
This information is published in accordance with the requirements of the continuing obligations for issuers listed on Euronext Growth.
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at the date and time provided.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
OSLO, NORWAY and SÃO PAULO, BRAZIL – 26 November 2024 – DS4 Innovation, one of Brazil’s leading total solution providers that focuses on access control systems, Industry 4.0, industrial automation and industrial engineering applications, has signed a distribution agreement with Zwipe, a global leader in biometric technology for identification, access control and payment cards. This partnership marks a major milestone in delivering advanced biometric access solutions to the Brazilian market.
Under this agreement, DS4 Innovation will distribute Zwipe’s innovative biometric access cards across Brazil. Zwipe Access provides two-factor authentication through integrated biometrics without the need for a separate fingerprint reader. This card is easy to use and fast to deploy on existing infrastructure, without the need for a biometric database. This is a seamless and secure solution for high security environments.
“Innovation is at the heart of what we do at DS4 Innovation,” said Fábio Martins Fernandes, CEO of DS4 Innovation. “We are happy to partner with Zwipe, a leader in biometric solutions, to offer a state-of-the-art platform that enhances both identity verification and security. This partnership aligns with our commitment to provide Brazilian companies with innovative solutions that meet their needs for advanced security.”
Robert Puskaric, President and CEO of Zwipe, said, “We are excited to collaborate with DS4 Innovation, a company dedicated to connecting everyone's needs. This partnership enhances DS4 Innovation’s portfolio of innovative solutions and provides Brazilian businesses with local player to Zwipe’s pioneering biometric technology. With this collaboration, DS4 Innovation and Zwipe are set to transform access control standards, promoting a safer and more secure environment for organizations across Brazil."
About DS4 Innovation
DS4 Innovation is a company based on consolidated engineering principles and good management practices, without, however, allowing itself to be bound by rigid rules of conduct regarding the possibility of innovation. Whether it is an educational institution, industry or other entities that want to quickly pair their teams' knowledge with the latest on the market and even in research centers, we have the means to connect everyone's needs.
To know more, please visit https://ds4innovation.com.br/
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work passionately across networks of international organizations, industries, and cultures to make convenience safe and secure. We pioneer next-generation biometric card technology for payment, physical and logical access control, as well as identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, please visit http://www.zwipe.com/
OSLO, NORWAY – 26 February 2020 – Zwipe AS today publishes its annual report 2019. Please find the report attached.
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This is information that Zwipe AS is obliged to make public pursuant to the continuing obligations of companies admitted to trading on Merkur Market, Nasdaq First North Growth Market and the EU Market Abuse Regulation. The information was submitted for publication, through the agency on the contact person set out below 08:00 CET on 26 February 2020
OSLO, NORWAY – 24 January 2020, 13:00- Zwipe AS has applied for admission to trading of the shares of Zwipe on Nasdaq First North Growth Market (First North), Stockholm. The application has today been approved by First North, subject to applicable distribution requirements (sw: spridningskrav) being satisfied. Based on share transfer commitments made at this time, Zwipe expects to fulfil such requirements.
Trading in Zwipe’s shares on First North will commence on 28 January 2020 under the ticker “ZWIPE”. The listing of Zwipe’s shares on Merkur market at Oslo Børs will be maintained until further notice. Zwipe does not intend to publish any further information prior to listing on First North.
André Løvestam, CEO of Zwipe, says “The listing on Nasdaq First North marks a milestone for Zwipe, one year after we listed on Merkur Market. We are excited that Zwipe will be trading in Stockholm, close to the majority of our shareholders. First North is a dynamic marketplace, and I am confident that the listing will benefit our shareholders and support Zwipe in its progress toward large-scale deployment of biometric payment authentication solutions."
Market making agreement
Zwipe and Erik Penser Bank AB (Erik Penser) have signed a market making agreement that meets the requirements of market making operations by First North. The market making agreement aims at supporting orderly trading conditions and a minimum threshold of liquidity for Zwipe’s shares on First North. Market making pursuant to the agreement will commence on 28 January 2020, the first day of trading in Zwipe’s shares on First North.
Supplementary document
In connection with the listing, Zwipe has published a supplementary document, available at www.zwipe.com.
Advisors
White & Case (SE) and Simonsen Vogt Wiig (NO) are legal advisors for Zwipe in connection with the listing on First North.
Zwipe’s Certified Adviser is FNCA, who may be contacted at tel +46 8 528 003 99 and email info@fnca.se
This is information that Zwipe AS is obliged to make public pursuant to the continuing obligations of companies admitted to trading on Merkur Market and the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below, at 13:00 CET on 24 January 2020
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For further information please contact:
André Løvestam, CEO ir@zwipe.com +47 909 43 660
OSLO, NORWAY – 23 January 2020 - As communicated on 14 January 2020, Nasdaq First North Growth Market (First North) has confirmed that Zwipe AS fulfils the requirements for listing, subject to customary conditions. Today, 23 January 2020, Zwipe publishes a supplementary document to the prospectus in accordance with First North rules for application.
The supplementary document is available at www.zwipe.com. The supplementary document should be read together with the prospectus dated 4 December 2019 and prepared in connection with the Zwipe’s rights issue. The prospectus is also available at www.zwipe.com. The supplementary document is not a prospectus, has not been approved by any supervisory authority and does not contain any offering of shares or any other offering of financial instruments in Zwipe in Sweden or in any other jurisdiction.
First day of trading on First North in Stockholm is planned for Tuesday 28 January 2020, subject to final approval by First North and other customary conditions being met.
This information is made public in accordance with the continuing obligations of companies admitted to trading on Merkur Market and the First North rules for application.
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OSLO, NORWAY– 14 JANUARY 2020 – Biometric technology company Zwipe AS (Zwipe) today announces that it expects to list its shares for trading on Nasdaq First North Growth Market (First North) in Stockholm, under the ticker “ZWIPE". The first day of trading is planned for Tuesday 28 January 2020. First North has assessed Zwipe and confirmed that Zwipe fulfils requirements for listing, subject to customary conditions, including distribution requirements and final formal approval from First North. Zwipe will not issue new shares in connection with the Firth North listing.
Currently Zwipe is listed on Merkur Market at Oslo Børs under the ticker "ZWIPE-ME". Following the listing at First North, Zwipe will be dual-listed and traded on both markets until further notice. The ISIN number of Zwipe at both exchanges is NO0010721277.
Swedish and international shareholders who wish to transfer their shares for trading on First North are advised to contact their respective broker/nominee account manager for more information on the transfer. Such transfer means that Zwipe shares must be made available for trading through Euroclear Sweden (the Swedish central securities depository). Zwipe intends to facilitate transfer to Euroclear Sweden for its international investors during dedicated periods of time.
Norwegian shareholders and other shareholders wishing to continue trading their shares at Merkur Market at Oslo Børs do not need to take any action at this time.
André Løvestam, CEO of Zwipe says” I am excited that Nasdaq First North has confirmed that Zwipe fulfils the listing requirements, subject to customary conditions being met, and that I can announce the expected listing at First North in Stockholm on January 28, thereby enabling a market for trading closer to a number of our shareholders. Nasdaq First North is a dynamic and growing market, and we are very pleased to welcome our shareholders to trading at First North in addition to Merkur Market."
###
For more information please contact:
André Løvestam, CEO; +47 909 43 660; ir@zwipe.com
This information is made public in accordance with the continuing obligation of companies admitted to trading on Merkur Market
On 4 December 2019 Zwipe AS announced its approved and published prospectus regarding rights issue.
Reference is made to the announcement made by Zwipe AS (the Company) on 10 November 2019 of the preferential rights issue of up to NOK 74.5 million by issuing up to 10,635,525 new shares in the Company, and the announcement of the approval by the extraordinary general meeting in the Company of the preferential rights issue on 2 December 2019.
The prospectus containing complete information regarding the rights issue and information about the Company was approved by the Financial Supervisory Authority of Norway (NFSA) as competent authority under the EU Prospectus Regulation on 4 December 2019. It is published on Zwipe AS' website https://zwipe.com/investors and on the manager Erik Penser Bank AB (publ)'s website https://www.penser.se/corporate-finance/#pagaende-uppdrag.
The prospectus has been border-crossed to Sweden through notification from the NFSA to Finansinspektionen in Sweden meaning that the subscription period under the rights issue started as planned in Norway and Sweden on Thursday 5 December 2019 at 09:00 CET.
Further recent announcements regarding the rights issue, appointment of new CFO and insider transactions are available on Zwipe’s web site www.zwipe.com
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OSLO, NORWAY– 21 November 2019 – Biometric technology company Zwipe is pleased to unveil the Zwipe Experience at Trustech 2019, one of the leading global events dedicated to payments, identification and security.
The Zwipe Experience is a comprehensive mix of products and advisory services developed specifically to assist Zwipe’s customers, smart card manufacturers and issuers, to move from concept to mass market. The package features technical manufacturing support, issuer integration services and piloting support.
“We are leveraging the learning we have built over the last two years, having the most widely piloted technology platform in the biometric payment marketplace, to support our customers above and beyond delivering prelaminates, components and biometric inlays,” Zwipe CEO André Løvestam said, adding “focusing on user experience, we are confident that having the most dynamic service platform in addition to the most cost competitive technology offering will further strengthen our role in this market.”
Zwipe will be showcasing elements of the Zwipe Experience at the Multos Consortium exhibition, stand RIV C020.
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OSLO, NORWAY– 18 November 2019 – The Board of Directors of Zwipe AS has today resolved to approve management’s proposal for a streamlining program, enabled by the strategic collaboration agreement with Idemia. The program will focus the company’s activities, reduce staff and operational expenses, and enable underlying annual savings in excess of NOK 40 million.
The program is expected to be fully implemented in November 2019 and related one-off costs will be included in the Q4 results. The effects are expected to be realized from first quarter of 2020.
CEO André Løvestam comments: ”The product roadmap streamlining that we are now launching has been made possible thanks to the strategic collaboration with Idemia on a disruptive technology platform. We believe this innovation 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.
Zwipe’s streamlined roadmap enables simplifying and focusing the company, while maintaining competent capacity to support our customers. In combination with the announced 90% guaranteed rights issue, we see a clear path toward commercializing our technology, with the required capital resources to get to that point.”
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OSLO, NORWAY– 10 November 2019 – The Board of Directors of Zwipe AS has today resolved to call for an extraordinary general meeting in the company on 2 December 2019 to resolve a rights issue of up to approximately gross NOK 74 million. The call for the extraordinary general meeting is attached to this notice.
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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.
