OSLO, NORWAY and LES PAILLES, MAURITIUS – 16 JULY 2021 – Biometric fintech company, Zwipe and ICPS, a leading international card payment processor and card personalization bureau, are partnering to bring Zwipe Pay ONE enabled biometric payment cards to banks across Africa and Asia.
The COVID-19 pandemic has boosted the use of contactless technology and ultimately the need for consumers and businesses to make higher-value payments using contactless cards. However, the contactless limit increase for payments also posed a higher risk for users without an additional layer of security.
ICPS and Zwipe have partnered to bring biometric payment cards enabled with fingerprint sensors. With a fingerprint sensor embedded in the card, consumers will now benefit from an extra layer of security with no need to enter a PIN code on the POS terminal.
Zwipe will provide the complete Zwipe Pay ONE package comprising Biometric ISO contact plate module, Passive inlay, Fingerprint sensor, OS license and enrollment sleeves. As part of this collaboration, both companies will work closely to promote the disruptive Zwipe Pay ONE enabled biometric payment cards for ICPS’ issuers in Africa and Asia.
“As a provider of innovative payment services in the African continent, we pride ourselves in delivering future proof innovations. Together with Zwipe we will bring a new payment solution that will help financial institutions to differentiate their services, provide safer and much more secure payment solutions and uplift customer loyalty. Zwipe is a well-regarded technology brand in the biometric payment space and we are very happy to join forces with them”, said Khevin Seebah, CEO at ICPS.
ICPS has a portfolio of more than 30 clients based in 22 countries in Africa and Southeast Asia. The company, which is based in Mauritius, provides payment processing and consultancy services for banks, financial institutions, and telecom operators. ICPS hosts more than six million cards, drives over 600 ATMs and 11,000 point of sale terminals, and processes over 10 million transactions on its platform each month.
André Løvestam, CEO of Zwipe said: “We are delighted to collaborate with ICPS and bring the next generation of contactless payment cards to banks in Africa and Asia. ICPS’ strong position among financial institutions across Afica and Asia, and Zwipe’s disruptive technology and deep expertise within biometric payment cards, will create a strategic foundation for a mutually rewarding partnership.”
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About ICPS
Founded in 2008, ICPS a subsidiary of the HPS Group, the latter being a leading global cards and payments technology provider serving 450 issuers and acquirers in 90 countries across five continents. Based in Mauritius, the firm provides payment-processing services for banks, financial institutions and telecom operators. It currently has a rich portfolio of more than 30 clients in 22 countries in Africa and Asia, which includes some of the world’s leading banks. ICPS activity covers hosting of more than six million cards, driving of more than 600 ATMs and 11,000 point of sale terminals, and processes more than 10 million transactions each month.
To learn more, visit https://www.icps.mu/
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing technology to biometric payment cards and wearables that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For further information, please contact:
Mr. André Løvestam, CEO, +47 991 66 135 info@zwipe.com
ICPS Sales team businessdevtraining@icps.mu
Summer Greetings from André Løvestam, CEO of Zwipe
OSLO, NORWAY - 9 JULY 2021
Dear stakeholders of Zwipe,
Through the first half of 2021, our global payment ecosystem of Smart Card Manufacturers, Payment Processors, Banks and Go-to-market Partners has continued to expand at a rapid pace, further strengthening our foundation for future market success. In these challenging times, our growing team of competent and passionate Zwipers, spanning 14 different nationalities in nine countries across three different continents and five time zones from Colorado Springs to Singapore, has demonstrated exceptional teamwork with a solid focus on customers. I am delighted to share that the interest in biometric payment cards based on Zwipe technology, which deliver a more convenient, secure and safe means to pay, has never been stronger. The voices of consumers captured by Zwipe in the UK, USA, Canada, Sweden, Norway and Romania since August last year are encouraging and consistent with similar findings from card schemes and other industry players.
Entering the Indian subcontinent and APAC region
In the first half of 2021, we announced six new Smart Card Manufacturers into our ecosystem:
Together, these manufacturers deliver around 200 million payment cards annually. In addition, we extended and expanded our partnership with TAG Systems, who delivers 100 million payment cards annually. Looking forward, it is great to see that our SCM and processor and issuer pipelines continue to grow.
The encouraging developments with card manufacturers received a big boost when Asia’s largest payment processor, Financial Software and Systems (FSS) embraced our next-generation payment cards platform based on Zwipe Pay ONE technology. FSS manages over 800 million cards, and we are now working with them to bring our ground-breaking innovation globally. We also strengthened our regional presence by appointing Masterline and Sonali Intellect Ltd. as our business development partners in India and Bangladesh, respectively.
Acceleration in the MENA Region and Europe
Middle East and North Africa (MENA)
On the back of growing demand for biometric payments cards in the MENA region, Network International (NI), providing payment services to over 200 banks in Middle East and Africa, and Middle East Payment Services (MEPS), a leading payment service provider in the Levant region, entered new partnerships with Zwipe. NI and MEPS have boosted our reach and delivery capabilities in the MENA Region, on top of our already strong network of prominent partners in the region, notably Masria Digital Payments, Inkript, areeba and Veritech. To effectively serve our growing partner network and issuers, we appointed Ramzi Saboury as the General Manager for the MENA region. Ramzi brings over 26 years of experience and network in payment services in MENA from leadership roles in Kuwaiti banks, VISA and areeba.
Europe and the UK
In the past few months, we have seen an increasing in-flow of interest from card manufacturers in multiple regions, most notably in Europe. The same can be said for issuer engagements that come through our Processor Partners and Card Manufacturers in Europe, especially in the UK and Nordics. This is proof that our “Megaphone” partner strategy works! Swedish fintech VOPY, providing embedded financial services to clients globally, and France-based payment service provider, be ys Pay, selected Zwipe Pay ONE (ZPO) cards for their ssuers, aiming to pilot Zwipe Pay ONE this year. Both these developments came within months of OP Bank’s decision to pilot with cards based on the Zwipe Pay ONE platform togheter with our Go-to-market partner, TietoEVRY. OP is Finland’s largest financial services group and serves over four million customers.
Delivery of Zwipe Pay ONE on track
We had strong progress in the development of Zwipe Pay ONE, the world’s first Single Silicon based biometric payment platform offered to card manufacturers globally. In April 2021, we demonstrated our enrollment solution and touch-free payment transactions above the transaction cap at a Point-of-Sales terminal with test keys to emulate fully EMV authorized and authenticated transactions in a live environment. The feedback from the market was very positive as everyone could see how these cards quickly and reliably provide a considerable boost to user experience and security.
In fact, we have now passed most critical milestones and major risk points,with only piloting and certification left before commercialization in mass volumes.
Next steps – pilots and certification
Apart from pilots planned from late this quarter, certification will represent the last milestone before commercialization. We have already performed pre-tests at accredited test labs with excellent results.
We are now working closely with the card schemes to secure these processes, which will be explained in detail during our H1 2021 reporting on 26 August. In the coming weeks, we will start handing out Zwipe Pay ONE demo cards to issuers and partners and continue to help them prepare for commercial launches.
Zwipe 2.0
Last, but not least, H1 2021 has seen further strengthening of our team across all functions – commercial, technical, operational and regional. We have engaged every Zwiper in developing and honing our Winning Team Culture, with our Core Values driving us to be Innovative, Collaborative, Adaptable and Passionate. Each recruitment is intended not only to add capacity, but also to uplift our team. I am also pleased to see further strengthening of our board.
I take this opportunity to thank each member of the Zwipe team for their remarkable effort and passion to our mission of Making Convenience safe and secure. My thanks also go out to all our customers, partners, and shareholders for sharing this mission as strongly as every Zwiper.
I wish each one of you a very safe and happy summer ahead!
OSLO, NORWAY and AMMAN, JORDAN – 24 JUNE 2021 – Biometric fintech company Zwipe and Network International Services Limited Jordan PSC (NI) have decided to collaborate to address the growing demand for biometric payment solutions in the Levant region.
The Network International Group is the leading enabler of digital commerce across the Middle East and Africa (MEA). It provides a robust suite of payment products and services that are on the cutting-edge of technology development. In 2020, Network processed over 750 million payment transactions for more than 200 financial institutions, 80,000 merchants and over 16 million cards.
Speaking on the collaboration, Amjad Al-Sadeq, Regional President – Levant at Network International Services Limited Jordan PSC, said: “COVID-19 has accelerated a mega-shift in our region towards more secure and hygienic payments. We are confident that our issuer clients and consumers will embrace biometric payment cards as they provide an excellent check-out experience with much higher security. Zwipe Pay ONE cards will enrich our payment portfolio and further reinforce our innovation leadership.”
Zwipe will provide Network International with technical support and services for the implementation of Zwipe Pay ONE biometric cards including deliveries to the issuers. The Zwipe Pay ONE-powered cards will be delivered by one of Zwipe’s certified smart card manufacturers in the region.
“The Levant is a key growth market for Zwipe in the Middle East and Africa (MEA) region. Network International is the largest player in this vast region, and their strong relations with many prominent banks across the Middle East and Africa will be a significant complement to Zwipe’s technology leadership. We are honored to work with Network International to accelerate the deployment of biometric payment cards,” said Ramzi Saboury, General Manager for Zwipe in the MENA region.
For further information please contact: André Løvestam, CEO, +47 991 66 135 info@zwipe.com
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About Network International
Network International comprises of a group of companies and is the leading enabler of digital commerce across the Middle East and Africa (MEA) region, providing a full suite of technology-enabled payments solutions to merchants and financial institutions of all types and sizes, including acquiring and processing services and a comprehensive ever-evolving range of value-added services.
Network International Holdings Plc is the holding company for Network International and the group companies.
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe and Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
OSLO, NORWAY and DHAKA, BANGLADESH – 18 JUNE 2021 – Biometric fintech company Zwipe has appointed Sonali Intellect Limited as its sales and strategic business development partner to accelerate the adoption of biometric payment cards in Bangladesh. With 166 million inhabitants and a fast growing base of 22 million payment cards (credit cards grew 50% between 2019-20), Bangladesh represents a strategic growth opportunity for both partners.
For almost a decade, Sonali Intellect Limited (SIL) has been leading the modernization of the largest banks of Bangladesh, notably Sonali Bank and Rupali Bank. SIL delivers cutting edge financial technology solutions to Banking, Financial Services, and Insurance sectors in Bangladesh. SIL’s portfolio comprises Card Management Systems, Core Banking (Conventional and Islamic), Trade Finance, Treasury, Cash and Liquidity Management, Supply Chain Finance, Contact Centre, Brokerage and Wealth Management. Today, the SIL platform serves 2 banks, 1806 branches and 25.4 million end users.
"We are excited to partner with Zwipe and bring their ground-breaking payment innovation in Bangladesh. Biometric Payment Cards, due to their state-of-art security and world-class user experience will play a key role in fighting fraud, driving digital inclusion, and ensuring a seamless checkout experience for consumers. We have already started engaging with many key banks in the market and their early feedback has been encouraging”, says S.M. Jahangir Akhter, CEO of SIL.
As part of the collaboration both companies will work closely to help banks, card personalization bureaus and processors in Bangladesh to support Zwipe Pay ONE cards with the ambition to deliver pilots later this year.
Commenting on the sales partnership, André Løvestam, CEO of Zwipe, says, "We are glad to partner with Sonali Intellect Limited. Their local market insights, deep relations with issuers and strong track record of innovation in financial services have already proven effective and align well with our expansion plans in high growth, high potential markets, such as Bangladesh. SIL has uncovered and demonstrated real market interest in Bangladesh, and we will collaborate closely to help the issuers pilot and roll out Zwipe powered biometric payment cards”.
For further information, please contact: André Løvestam, CEO, +47 991 66 135 info@zwipe.com
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About Sonali Intellect Limited
Sonali Intellect Limited, a financial technology solution provider, was incorporated as a joint venture company in 2012 by Intellect Design Arena Limited (erstwhile ‘Polaris FT Limited’) - a leading global financial technology group and Sonali Bank Ltd.- largest State Owned bank to deliver high quality IT solutions.
Sonali Intellect Limited provides cutting edge financial technology solutions to Banking, Financial Services and Insurance sectors in Bangladesh. Sonali Intellect Limited has adapted the best practices around software product development, delivery and implementation from Intellect Design Arena Limited. It is also backed by Intellect Design Arena Limited’s global experience and world-class management practices.
On the other hand, it has full-fledged development and support center in Bangladesh maintained by experienced local resources. These enable Sonali Intellect Limited to provide world-class solution and support services from its local development center to its customers in Bangladesh.
The company is leading the modernization of the largest bank of Bangladesh- Sonali Bank Limited and Rupali Bank Limited.
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free.
To learn more, visit www.zwipe.com
OSLO, NORWAY and DHAKA, BANGLADESH – 16 JUNE 2021 – Biometric fintech company Zwipe and Silkways Card & Printing Ltd (Silkcard), a leading provider of payment cards in Bangladesh, are partnering to bring biometric payment cards enabled by Zwipe Pay ONE technology to financial institutions and card issuers.
Silkcard is a fully functional EMV certified smart card manufacturer and personalization bureau with more than 15 years of experience in card production and personalization. It delivers a variety of cards to banking and retail customers in Bangladesh and abroad. Currently it delivers over 12 million payment cards annually.
“Biometric Payment Cards is a high-impact initiative and the future of contactless payments, lifting safety and convenience to a completely new level for our issuer customers and consumers alike. We see Zwipe Pay ONE as the state-of-the-art technology on biometric payment cards and look forward to a close collaboration with Zwipe,” says Sk Farid Ahmed, Managing Director of Silkways Card & Printing Ltd.
As part of the collaboration, Zwipe will deliver the Zwipe Pay ONE technology platform and expert guidance to help Silkcard manufacture and personalize biometric card payments for issuer clients. Silkcard will also work with Zwipe in commercializing biometric payment solutions in Bangladesh, helping the banks through all stages of pilot, launch and mass market rollout.
“We are very pleased to partner with Silkcard, one of the strongest providers in Bangladesh. With a population of over 166 million and an economy growing over 7% per year, this market represents significant growth potential for our innovation from security, financial inclusion and innovation perspectives. Together with Silkcard we will bring next-generation contactless payment cards in this fast-growing market,” says André Løvestam, CEO of Zwipe.
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About Silkways Card & Printing Ltd
Silkways card & printing Ltd (Silkcard) is a pioneering venture for manufacturing & personalization of smartcards in Bangladesh with its state-of-the-art production facility located at the heart of Dhaka, Bangladesh. The vision of Silkcard is to comply with the ethical standards in business operations, financial disclosures, accountability and legal compliance. To learn more, visit www.silkways.net/silkcard
For further information please contact: Sk. Farid Ahmed Manik, MD, +88 01711 527359
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For further information please contact: André Løvestam, CEO, +47 991 66 135 info@zwipe.com
OSLO, NORWAY and AMMAN, JORDAN – 2 June 2021 – Middle East Payment Services (MEPS), a leading regional one-stop-shop for payment services and products, is partnering with biometric fintech Zwipe to bring next generation contactless payment cards in the Middle East and North Africa (MENA) region.
MEPS is a principal issuer and acquirer of payment cards in Jordan, Iraq, Palestine, and provides card issuance services to 27 financial institutions in this territory. The two organizations will collaborate closely, offering a more seamless and secure payment solution to customers by combining MEPS’s Issuance Platform and the Zwipe Pay ONE biometric card platform, supported by Zwipe’s card manufacturing partners in the MENA region.
Commenting on the partnership Ali Abdel Jabbar, Chief Executive Officer at MEPS, said “We are delighted to take this big step with Zwipe, a well-known technology brand in biometric payments. The disruptive Zwipe Pay ONE platform based on “single silicon” design will help us to uplift our end-to-end payments offering to our bank clients in the region. Zwipe Pay ONE is recognized as the most advanced (Gen3) biometric payment technology and complements MEPS’ innovative card portfolio. We are aiming to make it available for our clients for piloting and commercial deployment during H2 2021”.
As part of this collaboration, MEPS will offer Zwipe Pay ONE biometric payment cards with primary focus on Jordan, Iraq and Palestine. Both partners will start engaging with issuers from Q2 2021. “MEPS is one of the pioneers in delivering innovative payment solution in the MENA region. We are very pleased that MEPS will deliver its next generation payment cards based on the Zwipe Pay ONE platform. This collaboration will further strengthen our footprints in the MENA region and accelerate the deployment of Zwipe Pay ONE in one of the world’s most dynamic markets for digital payments,” said Ramzi Saboury, General Manager for Zwipe in the MENA Region.
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About MEPS
Middle East Payment Services (MEPS), founded in 2009, is a Principal Issuer and Acquirer of Visa, MasterCard, and UnionPay, with presence in Jordan, Iraq, and Palestine. The company offers financial institutions, merchants, and corporations, a complete range of secure payment solutions in card issuance / hosting, payment processing, alternative payments, ecommerce acquiring, point-of-sale (POS) acquiring, ATM driving and management, and customized value-added services adhering to PCI Data Security Standards (PCI DSS). MEPS is owned by 10 Jordanian and regional banks.
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free.
To learn more, visit www.zwipe.com
For further information please contact: André Løvestam, CEO, +47 991 66 135 info@zwipe.com
OSLO, NORWAY – 2 June 2021 – In accordance with the mandate given at Zwipe AS’s annual general meeting on 19 May 2021 to the board of directors (“the Board”) to issue new options to the company’s employees under the company's existing long-term incentive program, the Board has resolved to issue 220,000 new share options to primary insiders.
The strike price was set at NOK 30.13 in accordance with established principles in the program.
The following primary insiders in the Company have been granted additional share options by the Board:
The existing share-based incentive program covers employees and members of the Board. Each option gives the holder the right to acquire one share from the company at a strike price defined in the individual share option agreement. All options are conditional that the grantee remains employed. All vested options may be exercised in any period prior to the expiry date. The options vest every 6 months over 3 years from grant date and may be exercised at vesting. The share-based incentive program is dedicated for allocation to company management and employees, whereby they may be offered the opportunity of participating in a value growth in company shares. This is expected to lead to an increase in interest in the company’s value development.
Until the AGM in 2022, the Board is authorized to issue up to 2,306,319 options, of which a total of 1,911,000 options have now been issued.
Primary insider notifications pursuant to article 19 of the market abuse regulation are linked to from the document:
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This information is subject to the disclosure requirements in Regulation EU 596/2014 article 19 number 3 and the Norwegian Securities Trading Act § 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Market Oslo and on Nasdaq First North Growth Market. 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 below, at 23:30 2 June 2021.
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For more information, please contact:
Lars Kristian Solheim, CFO
+47 991 661 35
lars.kristian@zwipe.com
Correction of Annual General Meeting minutes published 19 May - Corrected name Board of Directors:
OSLO, NORWAY– 19 May 2021 – The Annual General Meeting in Zwipe AS (Company) was held today. All proposed resolutions were approved unanimously in accordance with the call for the meeting. The minutes of Annual General Meeting are included as an attachment. The complete proposal, which was approved by the Annual General Meeting, is available on www.zwipe.com for further reference. The attendants of the AGM represented 27.3% of the votes in the company.
The following matters were reviewed and confirmed:
Approval of the annual report and financial statements for 2020:
The board’s proposal for the annual report and the financial statements for 2020 for the Company and the group were unanimously approved.
Election of members to the Board of Directors:
The following persons were unanimously elected to as the new Board of Directors:
Jörgen Lantto, Chairman of the board
Diderik Schonheyder
Johan Biehl
Dennis Jones
Stina Granberg
Tanya Juul Kjaer
Remuneration to the members of the Board of Directors and the members of the Nomination Committee
Remuneration to the Board members for the period from the AGM in 2021 until the AGM in 2022 were unanimously approved as follows:
Chairman of the Board: NOK 260,000,-
Members of the Board: NOK 130,000,-
No remuneration to the members of the Nomination Committee was resolved.
Board authorizations to increase the share capital and instructions to the Board regarding use of the authorization to increase the shares capital to strengthen the Company's equity
The Board proposed that two new authorizations for the Board on capital increases are issued, (i) to fulfil the Company's incentive program and (ii) to cater for strengthening of the Company's equity (extract, please see the attachment to the notice for the complete proposal).
i. Authorization for capital increase to fulfill the Company's incentive program
The Annual General Meeting resolved that the Board is hereby granted authorization to increase the share capital of Zwipe AS (the Company), on one or several occasions, with up to NOK 230,631.90 (2,306,319 new shares), equivalent to 7 % of the registered share capital at the time of this resolution. The authorization shall remain in force until the end of the annual general meeting 2022, however not beyond 30 June 2022. The pre-emptive right of the shareholders to subscribe may be set aside.
ii. Authorization for capital increase to strengthen the Company's equity
The Annual General Meeting resolved that the General Meeting granted a new authorization to the Board to issue shares corresponding to up to 15% of the share capital, and the new authorization shall be restricted to issue of shares to strengthen the Company's equity to the extent the Board considers this to be in the Company's best interest at the given time.
The authorization shall remain in force until the end of the annual general meeting 2022, however not beyond 30 June 2022. The pre-emptive right of the shareholders to subscribe may be set aside.
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This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Market Oslo and on Nasdaq First North Growth Market. 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 below, on May 20, 2021 at 09:15 CEST
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For more information contact: André Løvestam, CEO, +47 991 66 135 info@zwipe.com
OSLO, NORWAY– 19 May 2021 – The Annual General Meeting in Zwipe AS (Company) was held today. All proposed resolutions were approved unanimously in accordance with the call for the meeting. The minutes of Annual General Meeting are included as an attachment. The complete proposal, which was approved by the Annual General Meeting, is available on www.zwipe.com for further reference. The attendants of the AGM represented 27.3% of the votes in the company.
The following matters were reviewed and confirmed:
Approval of the annual report and financial statements for 2020:
The board’s proposal for the annual report and the financial statements for 2020 for the Company and the group were unanimously approved.
Election of members to the Board of Directors:
The following persons were unanimously elected to as the new Board of Directors:
Jörgen Lantto, Chairman of the board
Dorian Barak
Johan Biehl
Dennis Jones
Stina Granberg
Tanya Juul Kjaer
Remuneration to the members of the Board of Directors and the members of the Nomination Committee
Remuneration to the Board members for the period from the AGM in 2021 until the AGM in 2022 were unanimously approved as follows:
Chairman of the Board: NOK 260,000,-
Members of the Board: NOK 130,000,-
No remuneration to the members of the Nomination Committee was resolved.
Board authorizations to increase the share capital and instructions to the Board regarding use of the authorization to increase the shares capital to strengthen the Company's equity
The Board proposed that two new authorizations for the Board on capital increases are issued, (i) to fulfil the Company's incentive program and (ii) to cater for strengthening of the Company's equity (extract, please see the attachment to the notice for the complete proposal).
i. Authorization for capital increase to fulfill the Company's incentive program
The Annual General Meeting resolved that the Board is hereby granted authorization to increase the share capital of Zwipe AS (the Company), on one or several occasions, with up to NOK 230,631.90 (2,306,319 new shares), equivalent to 7 % of the registered share capital at the time of this resolution. The authorization shall remain in force until the end of the annual general meeting 2022, however not beyond 30 June 2022. The pre-emptive right of the shareholders to subscribe may be set aside.
ii. Authorization for capital increase to strengthen the Company's equity
The Annual General Meeting resolved that the General Meeting granted a new authorization to the Board to issue shares corresponding to up to 15% of the share capital, and the new authorization shall be restricted to issue of shares to strengthen the Company's equity to the extent the Board considers this to be in the Company's best interest at the given time.
The authorization shall remain in force until the end of the annual general meeting 2022, however not beyond 30 June 2022. The pre-emptive right of the shareholders to subscribe may be set aside.
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This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Market Oslo and on Nasdaq First North Growth Market. 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 below, on May 19, 2021 at 16:30 CEST
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards components and wearables technology that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For more information contact: André Løvestam, CEO, +47 991 66 135 info@zwipe.com
OSLO, NORWAY – 1 December 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 30 November 2023, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35.0 million (the "Rights Issue"). The shareholders of the Company on 22 November 2023 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, as at the expiry of 24 November 2023 (the "record date") was granted one (1) subscription right (the "Subscription Rights") for each share registered as held by the shareholder as of the record date. One (1) Subscription Right is required to subscribe for one (1) Unit.
The following primary insiders of the Company have today, on 1 December 2023, exercised the following number of Subscription Rights in the Rights Issue, and thereby subscribed for the number of Units to which the number of Subscription Rights exercised entitles them to be allocated upon completion of the Rights Issue.
Please see the attached notifications of transactions for further information.
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This information is subject to the disclosure requirements in article 19 of the Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
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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
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:
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 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:
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.
