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OSLO, NORWAY and TRIPOLI, LIBYA – 8th MARCH 2022 – Zwipe and Mediterranean Bank are pleased to confirm that they will pilot Biometric Payment Cards built on the Zwipe Pay platform, making it the first pilot of biometric payment cards in Libya.

Mediterranean Bank is a medium-sized bank in Libya, focusing on corporates, small and medium sized enterprises (SMEs) and entrepreneurs, with branches in all major Libyan cities like Benghazi, Tripoli and others. The bank is keen to pilot Zwipe’s disruptive “single silicon” biometric payment card platform and assess its impact on making payment experience seamless and more secure for consumers. Libya is a key emerging market in Africa that is seeking innovation in its payment ecosystem with the objective to minimize fraud, corruption and uplift user experience.

Speaking on this development, Mr. Ahmed Nafo, Chief Information Officer at Mediterranean Bank said, “We are very pleased to partner with Zwipe, a leading technology brand in biometric payment cards. We are especially proud to be the first bank in Libya to introduce this world-class innovation. We want to ensure that our customers are extremely well protected when using payment cards and enjoy a great user experience. Our collaboration with Zwipe is well timed and strongly complements our vision to be a customer centric bank. We are looking forward to launching the pilot in Q2 2022 as a step to deployment of the cards later in the year.”

As part of this collaboration, Zwipe will train key stakeholders in the bank on all aspects of issuing and managing biometric payment cards. These cards will be delivered by one of the Zwipe certified smart card manufacturers in the region.

Ramzi Saboury, General Manager of Zwipe in the MENA Region said, “We are excited to enter the Libyan market with Mediterranean Bank and help them to pilot their next generation payment cards. In close collaboration with our regional partners, we will be supporting the bank through all the stages of the pilot and launch, ensuring the best experience for the bank’s consumers.”

For further information please contact:
André Løvestam, CEO, +47 93 43 69 52
 info@zwipe.com

About Mediterranean Bank

Mediterranean Bank is a medium-sized bank in Libya, focusing on corporates, small and medium sized enterprises (SMEs) and entrepreneurs, with branches in all major Libyan cities like Benghazi, Tripoli and others.

For more info contact the bank at info@meditbank.ly, Tel: +218 61 9082167
or visit
www.meditbank.ly

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 & cultures to make convenience safe & secure. We are pioneering next-generation biometric card and wearables technology for both payment and physical & logical access control and identification solutions.  We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.

To learn more, visit www.zwipe.com

OSLO, NORWAY and MELBOURNE, AUSTRALIA – 2 March 2022 – Placard, Australia’s largest card manufacturer and the only one qualified by all major card schemes, has selected biometric fintech pioneer Zwipe as its technology partner in pursuing the global market opportunities for biometric payment cards and other security products.

Placard delivers more than 100 million cards each year for the most established brands in the financial, retail, identification, government, loyalty and hospitality sectors. Placard’s success over the past two decades is accredited to high-quality products and a deep understanding of how new technology and product innovations can benefit customers and societies at large. With the disruptive Zwipe Pay platform, Placard will be able to deliver highly advanced and secure biometric card products that are also exceedingly user-friendly.

We are excited about the opportunity that this innovative technology represents. The biometric solution provided by Zwipe combines break-through technologies and is the ideal platform for the next generation of payment cards. We believe that highly secure touch-less payments and PIN-free cards create a very compelling proposition for consumers and that our collaboration with Zwipe will provide differentiation and meaningful commercial value to our customers”, said Tess Barone, General Manager Sales & Marketing, Placard.

As part of this agreement, Zwipe will provide biometric technology, technical services and go-to-market commercialization support to enable Placard to manufacture biometric cards. The partners will engage with issuers and other enterprises to run pilots from Q2 2022, followed by full commercial rollouts.

Commenting on this partnership, André Løvestam, CEO at Zwipe, said: “We are very pleased to announce our partnership with Placard, one of the most prominent card manufacturers in the Australasian region. There is a clear growing interest in biometric payment cards globally and Placard will be vital in accelerating the deployment of biometric payment cards to banks and consumers. Zwipe will be supporting Placard’s clients during their launch processes to ensure the best customer experience and successful commercialization.”

###

About Placard

Placard is an Australian organization which has been established since 1987, and is Australia’s largest secure plastic card manufacturer. Placard is continuously expanding, providing comprehensive card programs to over 500 clients and producing upwards of 100 million cards per year. Placard provides  end to end card solutions and has a reputation of meeting its commitments to its clients and consistently achieves service levels beyond its clients’ expectations.

Placard’s secure manufacturing and bureau facilities are Visa, MasterCard, China Union Pay and American Express accredited to the highest level.

Placard’s core competencies lie in the design, printing, manufacture, personalization and mailing of ISO Standard secure and non-secure plastic cards. With Bureau services encompassing the latest Visa and MasterCard EMV standards for embossing, manufacture of Dual Interface cards, magnetic stripe encoding, indent printing, thermal print duable flat graphics, high quality Drop on Demand personalization, laser printing processes and intelligent matching & mailing services.

For more information, please visit www.placard.com.au or call Tess Barone, General Manager, Sales & Marketing on +61 3 9722 5200.

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 zwipe.com

For further information please contact:

André Løvestam, CEO, +47 934 36 952, info@zwipe.com

OSLO, NORWAY and DOHA, QATAR – 28 FEBRUARY 2022 - Zwipe has partnered with Qatar Fintech Hub to bring Zwipe Pay enabled next generation biometric payment cards in the market. With this technology, the partners will deliver the highest level of security and safety with world-class user experience in making in-store payments.

Founded by Qatar Development Bank (QDB), Qatar FinTech Hub supports the growth of the fintech industry in Qatar in collaboration with leading players in FinTech ecosystem in Qatar and tie ups with major FinTech hubs including the UK, Turkey, Australia and Singapore. There is a big focus on partnering with technology pioneers who will make a difference in the payments space and bring it to a new level of experience.

Ibrahim Abdulaziz Al Mannai, Executive Director – Advisory, Qatar Development Bank, said: “I am very happy to announce the collaboration with Zwipe and welcome them as a valued member at the Qatar Fintech Hub. Zwipe is one of the leading technology brands for biometric payment solutions. Our innovation programs have witnessed tremendous success since their launch, and we are extremely happy to incorporate biometrics now. This collaboration with greatly enrich our technology competency and help Qatar to become a regional hub of fintech solutions, catering to the needs of the global market.”

As part of this collaboration, both parties will join forces to drive education, awareness building and engagement on biometric payment solutions in Qatar enabling issuers to pilot and launch next generation payment experience.

Speaking on this collaboration, General Manager for Zwipe in the MENA region, Ramzi Saboury said, “We are honored to be partnering with Qatar Fintech Hub as we believe this collaboration will further accelerate the adoption of Zwipe Pay enabled biometric payment cards among fintechs, issuers, processors and consumers. Qatar is a core market for us in the MENA region and we are already engaging with issuers in the country to pilot Zwipe Pay and be amongst the first in MENA to deploy the next Gen biometric cards.”

About QFTH

Launched by Qatar Development Bank (QDB) in May 2018, with the support of Qatar Central Bank (QCB), Qatar FinTech Hub (QFTH) is part of QDB’s FinTech vision and ambitions.

QFTH is a global FinTech hub with the purpose to support the development of the FinTech industry in Qatar. It aims to facilitate collaboration among the participants and stakeholders of the FinTech ecosystem and develop local and global relationships that will advance the bank’s FinTech vision.

QFTH brings together talented entrepreneurs, investors, and enablers to develop disruptive technologies so that great visions become reality.

QFTH offers a globally interconnected cluster, which gathers a vibrant community of FinTech entrepreneurs, industry experts, regulators, and investors.

To offer the best global opportunities, expertise, and develop a collaborative FinTech ecosystem, QFTH has tied up with global FinTech hubs, financial institutions, universities, technology partners, industry experts and others.

QFTH holds considerable opportunities for economic diversification, one of the four pillars of the Qatar National Vision 2030 that seeks to “transform Qatar into an advanced society capable of achieving sustainable development” by 2030.

For further information please contact: André Løvestam, CEO, +47 934 36 952, info@zwipe.com

OSLO, NORWAY 23 February 2022 Zwipe AS today publishes its annual report 2021.

Highlights for 2021 include:  

 Financials

  • Revenues increased to MNOK 2.5 (MNOK 1.8). 
  • Operating expenditures increased to MNOK 85.5 (MNOK 63.7).   
  • EBITDA decreased to MNOK -74.6 (MNOK -59.9). 
  • Earnings per share of NOK -2.26 NOK (-1.89).
  • Net cash used in operating activities was MNOK -76.7 (MNOK -59.8).
  • Cash and short-term investments as at the end of the period amounted to MNOK 152 (MNOK 125). 
  • The Board of Directors proposes that no dividend be paid for 2021.

Significant events 2021 

  • Zwipe announced engagements with nine new smart card manufacturers and card personalization bureaus, representing an annual volume of more than 250 million payment cards.
  • Zwipe received commercial orders for complete Zwipe Pay deliveries worth more than MNOK 20, to be delivered primarily in 2022.
  • Zwipe announced commitments for pilots with eleven new issuers, including a global Tier-1 bank that will pilot Zwipe Pay in three European markets.
  • Zwipe entered go-to-market and implementation partnerships with leading payment processors.
  • Zwipe launched “Zwipe Access” to deliver next-generation access control based on biometrics.
  • Zwipe raised MNOK 104 in a private placement directed towards one of the Nordic’s most respected investors.

Significant events after the period 

  • Danielle Glenn has been appointed as the new CFO and Head of IR effective from 1 May 2022.
  • Zwipe announced a partnership with Modularsoft, a leading full-service smart card company in Malaysia, to deploy biometric payment cards.
  • sKarn RoboticS selects Zwipe to strengthen its WeCript Ecosystem for India and global markets with Biometric Cards.
  • A share capital increase of 384,000 new shares in Zwipe AS was registered 22nd of February 2022. The new share capital is NOK 3,736,668.50 and the new number of shares and votes is 37,366,685.

CEO comments 

"2021 was a transformative year for Zwipe, preparing the ground for commercial success in 2022.  

Our technology platform was upgraded to a cutting-edge, third-generation single silicon platform that provides best-in-class biometric performance at highly competitive cost levels. We prepared for submission of reference cards based on Zwipe Pay components to accredited laboratories for certification by both Visa and Mastercard. The submission has been made and, together with our biometric card manufacturing partners, the certification tests are proceeding according to plan. Based on this, and the core components in our Zwipe Pay platform being validated through Idemia’s certifications obtained in November 2021, we are confident we are closing in on certification as planned.

During 2021 we have also continued to build commercial momentum. We announced engagements with nine new smart card manufacturers and card personalization bureaus during the year, representing an annual volume above 250m payment cards. We also extended and expanded our partnership with TAG Systems, which delivers an additional 100+ million payment cards per annum. Each new partner and customer in our ecosystem contribute to increasing the value creation potential and reducing the risk for Zwipe and its stakeholders.

A great milestone for Zwipe in 2021 was the receipt of commercial orders from BCC, Inkript, and yet another card manufacturing customer for complete Zwipe Pay deliveries worth more than NOK 20m, to be delivered primarily in 2022. 

As a complement to our "push" approach, targeting smart card manufacturers as our direct customers, we continued to broaden our go-to-market strategy with the "pull" approach. That means we are marketing the benefits of biometric cards to partners and indirect clients, such as financial institutions – our customers’ customers. This move has allowed us to accelerate awareness, create strong demand for our biometric payment option, take more control of our destiny, and significantly strengthen our strategic position and brand equity. 

The results of these efforts started coming to fruition in 2021, when Zwipe announced commitments for 14 pilots with 11 new issuers, including a global Tier-1 bank that will pilot Zwipe Pay in three European markets. We also entered go-to-market and implementation partnerships with many payment processors and, most recently, a major US company that is one of the world’s largest payment services providers. Such partners enable us to leverage their long-term, trust-based relationships with hundreds of banks worldwide to further accelerate the deployment of biometric payment cards built on our platform. I often refer to this as “the Megaphone Effect”, which is fundamental to our pull strategy.

We have upgraded our sales-enabling services and tools to support these processes and our customers. For example, this has resulted in the launch of new services such as "Zwipe Experience" (pilot and launch program services) and Zwipe Insights (consumer research to gauge demand for biometric payments), to name a few. The ROI calculator for issuers, created together with industry experts, is another example. It demonstrated that, even without an additional card fee from consumers, Zwipe Pay could deliver a $22.4m annual net benefit for an average US issuer converting a portfolio of 1 million credit cards, 1 million debit cards, and 100,000 commercial cards to biometric cards. 

As part of our end-to-end offering, ranging from leading technology to professional sales enablement, these kinds of services and initiatives make Zwipe stand out from the crowd, adding considerable value to customers.

In addition, Zwipe announced its first entry into adjacent sectors, starting with the launch of “Zwipe Access”, building on years of investments into our advanced biometric authentication technology platform designed to fulfil the highest criteria for security, scalability, and mass-volume implementation. At the same time, we announced collaborations with several leading companies in the security industry; notably HID Global, LeGrand, and Southco. This coalition will bring a highly advanced, cost-effective biometric authentication solution to market, fully capable of working with existing access control infrastructure. 

We also raised NOK 104 million in a private placement directed towards one of the Nordic’s most respected investors, Erik Selin. This means that our shareholder base and finances have been significantly strengthened in 2021. 

Adding to our confidence in our future outlook is the consistent evidence from numerous consumer surveys covering more than 2,500 cardholders from diverse markets around the world that cardholders want the touch-less and PIN-free experience with world-class security that is made possible by biometric payment cards. 56% said they were willing to pay to get a biometric card and 57% said they were willing to switch banks to get a biometric card. These findings, which are consistent with survey findings of industry peers and other analyst reports, suggest that launches of biometric cards will offer valuable differentiation to first-moving banks and trigger competitive reactions from others. 

Like most other companies engaged in multinational development projects, Zwipe has, as mentioned before, been impacted by COVID-19 through added complexity and extended lead times. However, I have been impressed by the grit and determination of my team and technology partners, systematically overcoming hurdles and setbacks along the way. 

I want to express my deep gratitude to the exceptional team of Zwipers for their unfailing efforts through this challenging pandemic which has taken its toll on everyone.

My sincere thanks also go out to all our customers, partners, and shareholders for supporting our journey and sharing our mission - Making Convenience Safe and Secure. 

I am looking forward to 2022 with a lot of excitement due to the prospects ahead.” says CEO of Zwipe André Løvestam.

Please find the annual report here

### 


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 zwipe.com 

For more information, please contact:  

Lars Kristian Solheim, CFO 
+47 991 661 35 
lars.kristian@zwipe.com 

OSLO, NORWAY – 23 February 2022 – Zwipe AS today publishes its second half-year 2021 report.

Summary of financial development for the second half-year 2021:

  • Revenues of MNOK 1.14 (MNOK 0.96).
  • Operating expenditures increased to MNOK 57.5 (MNOK 31.3). 
  • EBITDA decreased to MNOK -49.2 (MNOK -29.1).  
  • Earnings per share of NOK -1.53 (NOK -0.93).
  • Net cash used in operating activities in the period was MNOK -46.5 (MNOK -21.1).
  • Cash and short-term investments as at the end of the period amounted to MNOK 152 (MNOK 125).   
  • The Board of Directors proposes that no dividend be paid for 2021.

Please find the second half-year report here

The annual report 2021 will be released through a separate stock exchange announcement shortly after this announcement. 

                                                                                                                 ###
 

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 zwipe.com

For more information, please contact: 
Lars Kristian Solheim, CFO
+47 991 661 35
lars.kristian@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, Nasdaq First North Growth Market and the EU Market Abuse Regulation. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0)8528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 07:58 CET on 23 February 2022.

OSLO, NORWAY – 23 February 2022- The share capital increase of 384,000 new shares in Zwipe AS, as resolved by the board meeting of the company on 20 January 2022, has today been registered in the Norwegian Register of Business Enterprises. The new share capital is NOK 3,736,668.50, and the new number of shares and votes are 37,366,685.

                                                                                                                          ###


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 zwipe.com

For more information, please contact: 
Lars Kristian Solheim, CFO
+47 991 661 35
lars.kristian@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 Market Oslo and on Nasdaq First North Growth Market Stockholm. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 00:20 CET on 23 February 2022.

OSLO, NORWAY – 22 February 2022- The share capital increase of 384,000 new shares in Zwipe AS, as resolved by the board meeting of the company on 20 January 2022, has today been registered in the Norwegian Register of Business Enterprises. The new share capital is NOK 3,736,668.50, and the new number of shares and votes are 37,266,685.

                                                            ###


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 zwipe.com

For more information, please contact: 
Lars Kristian Solheim, CFO
+47 991 661 35
lars.kristian@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 Market Oslo and on Nasdaq First North Growth Market Stockholm. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 20:00 CET on 22 February 2022.

OSLO, NORWAY and DELHI, INDIA – 21 February 2022 – sKarn RoboticS, a high-tech company providing security and privacy solutions to businesses, consumers, and the government sector, is strengthening its solution portfolio with biometric access control and co-branded biometric payment cards built on Zwipe’s technology. Headquartered in Oslo with a global presence, Zwipe is pioneering the deployment of the next generation biometric payment and access control cards globally.

Founded in 2019, sKarn RoboticS is one of the key contributors to the ‘Self Reliance’ initiative of the Indian government. The company is investing heavily in building ultra-secure digital products and services ecosystems for end-users and businesses. Its WeCript portfolio delivers high-grade security and privacy controls for remote communication, secure searching, browsing, SaaS and e-commerce. Right to privacy, right to freedom and right to information are the three core values at sKarn RoboticS. The company recently won “2021 Global Revolutionary Founder of the Year” and “2021 Global Innovative Product of the Year” from the Government of India.

Speaking on the collaboration, sKarn RoboticS’s Founder & COO, THE KARN, said, “Our mission is to provide highly secured digital services that significantly empower end-users with top rated privacy, security and digital experience. Zwipe’s extremely secure biometric payment and access control cards strongly complement our core values and fit perfectly in the WeCript Ecosystem, our solution portfolio. From Q3 2022 or before, we aim to launch pilots for our B2C and B2B customers with a few thousand biometric access control and payment cards and expect a rapid scale-up thereafter. Biometric cards will create meaningful value for all our customers.”

sKarn RoboticS will take deliveries from selected manufacturers of biometric cards in Zwipe’s global ecosystem with focus on India and key growth markets.

Commenting on this development, André Løvestam, Chief Executive Officer at Zwipe, said: “It is great to see an ambitious and fast-moving high-tech security solution provider such as sKarn RoboticS, with its WeCript Ecosystem, recognize the value of biometric cards for its customers. Both organizations share the passion to deliver enhanced security, privacy and convenience to our direct customers and end customers. We are very much looking forward to our collaboration with sKarn RoboticS and their customers”.

                                                                                                               ###

About sKarn RoboticS

Founded in 2019 by THE KARN, sKarn RoboticS is an Indian tech start-up company, govt. accredited and recognized by DPIIT as start-up India. Carrying forward the Indian government's initiative, sKarn RoboticS is working on prioritizing the significance of building a safe and secure internet ecosystem for the users and businesses. Its private and secure product line named "WeCript Ecosystem'' is a product of the visionary thinking of the founder of sKarn RoboticS, THE KARN about making India and world self-reliant. The company aims to ensure data protection and privacy for users, serving right and relevant results across the web through WeCript Ecosystem.

Core Values of sKarn/Wecript Ecosystem:

  • Right to Privacy – Protecting online privacy and user safety.
  • Right to Information – Ensuring information is reliable as well as accurate.
  • Right to Freedom – Ensuring every search query is unique and not influenced

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 zwipe.com

For further information please contact: André Løvestam, CEO, +47 934 36 952,  info@zwipe.com

OSLO, NORWAY and KUALA LUMPUR, MALAYSIA – 16 February 2021 – Modularsoft, Malaysia’s leading full service smart card company, has entered into a partnership with fintech Zwipe to enable banks in Malaysia to deploy the next generation of biometric enabled contactless payment cards.

Modularsoft (also known as Modular) has been a leader in the smart card industry in Malaysia since 2007.  As a fully certified provider of smart cards to the majority of Malaysian banks, Modular continues to drive innovation and bring new levels of service to the industry. Its customers include banks, fintech companies, educational institutions, insurance, healthcare and telecommunication companies across Malaysia. With the Zwipe Pay platform, Modular will further strengthen its product portfolio with this new innovative biometric card technology that is both user-friendly and highly secure.

Speaking on the collaboration, Haleelur Rahman AG, General Manager Modularsoft, said, “We are excited about the opportunities that biometric payment cards bring to us and our issuer clients. The biometric card platform provided by Zwipe combines a number of break-through technologies and drives us forward into the next generation of payment cards. We believe that highly secure and touch-less payment cards will create a very compelling proposition for banks and consumers. Our collaboration with Zwipe will provide differentiation and visible commercial value to our customers.”.

As part of the collaboration, Zwipe will provide Modular with technical and commercial support to drive the implementation of Zwipe Pay biometric cards, including a range of value added services for issuers. The cards will be manufactured by one of Zwipe’s certified smart card manufacturers in the region. The partners will engage with issuers and enterprises across Malaysia with the objective of deploying pilots and full commercial rollouts.

Commenting on this partnership, André Løvestam, Chief Executive Office at Zwipe, said: “We are very pleased to announce our partnership with Modular, Malaysia’s leading card bureau and a highly trusted brand in delivering payment cards and personalization solutions to issuers in Malaysia. I am confident that this partnership will lead to multiple commercial launches of Biometric Payment Cards and I look forward to a very successful long term relationship between our companies.

                                                                                                                                 ###

About Modular 

Modular is the leading player in the region within the smartcard industry, specifically in the banking and finance domain. The group gained recognition and credibility by successfully implementing the government initiative of enabling all banks to migrate from magnetic strips to chip based ATM cards; to date the group has delivered in excess of 75 million bankcards. Modular has a dedicated team of IT professionals with domain expertise in Banking and Finance, Insurance, Telecommunications and Healthcare. Modularsoft Sdn Bhd was established to provide both IT and consulting services to its current array of banking customers.

For more information, please contact us at enquiry@modular-corp.com or visit modularsoft.com.my or call  +603-2711 1280.

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 zwipe.com

For further information please contact: André Løvestam, CEO, +47 934 36 952,  info@zwipe.com

Media Inquiries

Patrice Meilland,
,
Chief Commercial Officer
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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.

  • Jörgen Lantto, the chair of the board of Zwipe AS, has exercised 1,348,145 Subscription Rights and thereby subscribed for 1,348,145 Units, subject to the completion of the Rights Issue. In addition, the primary insider has over-subscribed for a total of 2,920,686 offer shares (i.e. made a subscription for 1,572,541 Offer Shares not covered by subscription rights in the Rights Issue). The primary insider is not guaranteed allocation of such over-subscribed shares, and the number of Offer Shares allocated to the primary insider for such over-subscription, if any, may first be confirmed upon the Company's board of directors' allocation of the Offer Shares pursuant to the allocation principles set out in the prospectus dated 24 November 2023, expected to be resolved on or about 14 December 2023.

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.

########

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.

#####

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.

#####

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

  • 24 November 2023: Record date for the right to subscribe for units by exercising subscription rights
  • 28 November 2023 – 7 December 2023: Trading in subscription rights
  • 28 November 2023 – 12 December 2023: Subscription period on Nasdaq First North Growth Market Sweden
  • 28 November 2023 – 13 December 2023: Subscription period on Euronext Growth Market Oslo
  • 13 December 2023: Announcement of preliminary outcome of 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.

##########

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.

##########

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 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


########

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. 

######

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:

  1. Opening of the general meeting (non-voting)
  2. Registration of attending shareholders and proxies (non-voting)
  3. Election of Chair of the meeting and one person to co-sign the minutes.
  4. Approval of the notice and the agenda
  5. Rights issue
  6. Issue of convertible loan
  7. Issue of warrants

########

About Zwipe

Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.

To learn more, visit http://www.zwipe.com.

########

This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 15:00 CET on 8 November 2023.

########

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:

  1. Allocation of Units shall be made according to granted or acquired transferable subscription rights which have been validly exercised during the subscription period.
  2. Units not allocated pursuant to a) above, will be allocated to subscribers who have exercised their transferable subscription rights and oversubscribed. These subscribers will be allocated additional Units based on the amount of transferable subscription rights exercised by each subscriber. To the extent that pro rata allocation is not possible, the Company will determine the allocation by drawing lots.
  3. If not all Units in the Rights Issue are allocated pursuant to a) and b) above, Units will be allocated to the guarantors who have entered into bottom guarantee commitments, on a pro-rata basis based on the amount of each guarantor's guarantee commitment. To the extent that pro-rata allocation is not possible, the Company will determine the allocation by drawing lots.

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.

NEW ORLEANS, LOUISIANA and OSLO, NORWAY – October 23, 2023 – TADERA is proud to announce its participation at the 2023 ACI-NA PS&S / ACC Security Technology Conference, where we will showcase the groundbreaking Airport Secure Credential (ASC) Biometric Access Cards powered by Zwipe’s revolutionary biometric-system-on-card (BSoC) technology. 


TADERA collaborated with Zwipe to harness this unique and cutting-edge technology for biometric smart cards specifically designed for access control at airports. These ASC Access Cards feature built-in fingerprint sensors, ensuring the authenticity of cardholders at all secure entry points. Additionally, these cards seamlessly integrate with all existing NFC card readers, allowing airports to implement two-factor authentication without the need for hardware upgrades of any kind, saving significant capital investment dollars.

  

During the event, TADERA will be offering live demonstrations of the enrollment process and access control system authentication.

 

"As the President of TADERA, I am happy to announce our sponsorship and participation in the 2023 ACI-NA PS&S / ACC Security Technology Conference. Using the platform of this event, we’re thrilled to re-introduce our AirportIQ platform of products to the airport space, in which these 2FA cards play an important role. Our collaboration with Zwipe, showcased through the AirportSecure Credential (ASC) Biometric Access Cards, exemplifies our dedication to providing cutting-edge solutions to the airport sector," said Tim Walsh, President of TADERA. 

Zwipe’s CEO, Robert Puskaric, expressed his enthusiasm for the partnership: "We are honored and proud to showcase TADERA's Airport Secure Credential Access (ASC) biometric Card powered by Zwipe during the ACI-NA Security Technology Conference. Our collaboration, which began with theProof-of-Concept (PoC) at Richmond International Airport earlier this year as part of The National Safe Skies Alliance Airport Security System Integrated Support Testing (ASSIST) program, is a testament to our strong partnership in delivering innovative solutions to enhance security at American airports."

 

 

About Tadera



TADERA's commitment to the airport sector spans over 40 years, culminating in our transformation into TADERA from Civix. Our mission is to enhance the safety, security, and financial stability of airports, ensuring world-class facilities for passengers and cargo transport. The name TADERA reflects our dedication to facilitating Transportation, Aviation, and Destinations in the next era of airtravel. We provide software and integrated technology solutions that elevate the safety and financial performance of airports. TADERA serves the Federal Aviation Administration, state aeronautics departments, and more than 100 airports worldwide.

Learn more about us at www.tadera.com

 

About Zwipe

 

Zwipe believes in the inherent uniqueness of every individual, paving the way for a safer future. We passionately collaborate across international networks,industries, and cultures to make convenience both secure and safe. At Zwipe, we pioneer next-generation biometric card and wearables technology for payment, physical and logical access control, and identification solutions. We promise our customers and partners deep insights and frictionless solutions, ensuring aseamless user experience with our innovative biometric products and services. With our headquarters in Oslo, Norway, and a global presence, we are shaping the future of security.

Learn more at www.zwipe.com

 


Media Inquiries

Patrice Meilland,
,
Chief Commercial Officer