OSLO, NORWAY – 10 December 2024 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 6 December 2024, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 40 million (the "Rights Issue").
The shareholders of the Company on 3 December 2024 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, as at the expiry of 5 December 2024 (the "record date") was granted one (1) subscription right (the "Subscription Rights") for each share registered as held by the shareholder as of the record date. One (1) Subscription Right gives the right to subscribe for four (4) Units.
The Company has today, 10 December 2024, been informed that the following primary insiders of the Company have exercised the specified number of Subscription Rights in the Rights Issue, thereby subscribing for the corresponding number of Units they are entitled to upon completion of the Rights Issue.
Please see the attached notifications of transactions for further information.
Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 39.7 million (the "Rights Issue").
Reference is further made to the stock exchange announcement published by the Company on 3 December 2024, in which the Company announced that the extraordinary general meeting of the Company had resolved on the Rights Issue of 99,303,344 transferable subscription rights (the "Subscription Rights") with preferential rights for existing shareholders, whereby one Subscription Right gives the right to subscribe for four (4) units ("Unit"). Each Unit consists of (i) a new share in the Company, each with a nominal value of NOK 0.10, and (ii) a warrant of series T02 (the "Warrants") for a subscription price of NOK 0.10 per Unit. One Warrant give the right to subscribe for one ordinary share in the Company during the period beginning on 3 March 2025 and ending on 14 March 2025. The subscription price in the Rights Issue is NOK 0.10 per Unit on Euronext Growth Oslo and SEK 0.10 per Unit on Nasdaq First North Growth Market Sweden. The subscription price per share corresponds to the subscription price per Unit. Thus, the Warrants are issued free of charge. Upon full subscription, the Company will initially receive approximately NOK 39.7 million in gross proceeds. If Warrants are exercised, the Company will receive additional proceeds in March 2025.
Reference is further made to the stock exchange announcement published by the Company on 4 December 2024 where the Company announced that the prospectus pertaining to the Rights Issue had been approved and registered by the Swedish Financial Supervisory Authority (the "Prospectus"). The Prospectus has also been passported to Norway.
Availability of the prospectus:
The prospectus can be ordered from Zwipe by e-mail: ir@zwipe.com subject to certain legal restrictions. The prospectus is available on the Company's website www.zwipe.com and will also be available on the Swedish Financial Supervisory Authority's website, http://www.fi.se.
Eligibility:
The shareholders of the Company on 3 December 2024 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the "VPS") as at the expiry of 5 December 2024 (the "Record Date") will be granted one (1) Subscription Right for each share registered as held by the shareholder as of the Record Date. One (1) Subscription Right is required to subscribe for four (4) Units. Each Unit consists of one (1) new share and one (1) Warrant. The Subscription Rights will be registered on each Eligible Shareholders' VPS account.
Allocation of Subscription Rights:
One Subscription Right provides preferential right to subscribe for, and be allocated, four (4) Units at the Subscription Price (subject to applicable law in the relevant jurisdiction of an Eligible Shareholder). Eligible Shareholders will be allocated one (1) Subscription Right for every one (1) existing share registered as held by such eligible shareholder as of the Record Date. For a description of the allocation procedure, acquisition and/or exercise of Subscription Rights, reference is made to the section headed "Terms and Conditions of the Offering" under sub-heading "Allocation of the Units" in the Prospectus.
Subscription Period:
The subscription period in the Rights Issue taking place on Euronext Growth Oslo will commence at 09:00 hours (CET) on 6 December 2024 and expire at 16:30 hours (CET) on 20 December 2024. The subscription period in the Rights Issue for the part of the Rights Issue taking place on Nasdaq First North Growth Market Sweden will commence at 09:00 hours (CET) on 6 December 2024 and expire at 17:30 hours (CET) on 19 December 2024.
Trading in Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange under the ticker "ZWIPT" from 09:00 hours (CET) on 6 December 2024 to 16:30 hours (CET) on 16 December 2024 on Euronext Growth Oslo and Nasdaq First North Growth Market Sweden. Subscription Rights that are not used to subscribe for Units or sold before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. The Subscription Rights may have economic value if the Company's shares trade above the Subscription Price during the Subscription Period.
Change in share capital, number of shares and dilution:
Based on the outstanding number of shares as of today, the share capital in the Company increases through the Rights Issue by a maximum of NOK 39,721,337.60, from NOK 9,930,334.40 to NOK 49,651,672.00, through the issuance of a maximum of 397,213,376 shares. The number of shares increases from 99,303,344 to a maximum of 496,516,720 shares. For existing shareholders who do not participate in the Rights Issue, this implies a dilution effect of 80.0 percent in the case of full subscription.
In the event that all outstanding Warrants issued in the Rights Issue are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by an additional 397,213,376 to a total of 893,730,096 shares and the share capital will increase by NOK 39,721,337.60 to a total of NOK 89,373,009.60.
Subscription Price:
The subscription price in the Rights Issue is NOK 0.10 per Unit on Euronext Growth Oslo and SEK 0.10 per Unit on Nasdaq First North Growth Market Sweden, based on the European Central Bank's published exchange rate on 7 November 2024.
Pre-commitment and bottom guarantee commitments:
The Company has received subscription commitments from Board members Jörgen Lantto and Dennis Jones, amounting to approximately 4.5 percent of the Rights Issue.
To the extent the Rights Issue is not fully subscribed, a consortium of guarantors, including board member David Chew, has agreed to subscribe and pay for units in the Rights Issue up to an aggregate subscription rate corresponding of 28 percent of the Rights Issue (the "Bottom Guarantee Commitments"). The consortium providing the Bottom Guarantee Commitments will receive a 15 percent underwriting fee.
In addition, the Company and Fenja Capital (the "Top Guarantor") has agreed that the Top Guarantor shall subscribe and pay for units in the Rights Issue up to 13.9 percent of the Rights Issue (the "Top Guarantee Commitment"). The Top Guarantor will receive an 8 percent underwriting fee.
Further information about the subscription commitments, the Bottom Guarantee Commitments and the Top Guarantee Commitment is available in the prospectus, which can be ordered from Zwipe by e-mail: ir@zwipe.com subject to certain legal restrictions. The prospectus is available on the Company's website www.zwipe.com and will also be available on the Swedish Financial Supervisory Authority's website, http://www.fi.se.
New issue of the Convertible Loan and Share Options pursuant to the top guarantee commitment
The Top Guarantee Commitment will be fulfilled through the partial set-off of NOK 5,514,472 of the Company's outstanding convertible loan of NOK 10,514,472 (the "2023 Convertible Loan"). If the Top Guarantor is allotted units amounting to less than NOK 5,514,472, the balance between the allotted amount and NOK 5,514,472 shall be paid back in cash by the Company to the Top Guarantor, using proceeds from the Rights Issue. The accrued interest under the 2023 Convertible Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, will be set-off against the Top Guarantor's commitment under the Bottom Guarantee Commitments.
The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0 million, will be extended for another 12 months in the form of a new convertible loan (the "New Convertible Loan"). This arrangement ensures the full settlement of the 2023 Convertible Loan. The New Convertible Loan will carry an annual interest rate of STIBOR + 10 percent. The issuance of the New Convertible Loan is contingent on the Company's board of directors issuing the New Convertible Loan in accordance with the board authorization granted at the extraordinary general meeting on 3 December 2024.
As consideration for the Top Guarantor agreeing to subscribe for the New Convertible Loan, the Top Guarantor shall receive a fee of NOK 200,000 from the Company (the "Arrangement Fee"). The Arrangement Fee shall be added to the total nominal amount of the New Convertible Loan and not be paid in cash, which means that the total nominal amount of the New Convertible Loan shall amount to a total of NOK 4,200,000.
The Company has also issued 60,000,000 contractual stock options to the Top Guarantor (the "Stock Options"). The Stock Options can be exercised up until 31 December 2026 and each Stock Option entitles to subscribe to one (1) new share in Zwipe at a price of 70 percent of VWAP during the ten trading days that immediately precede every third month-end, starting in April 2025, however no lower than the quota value of the Company's share and not higher than 150 percent of the subscription price in the Rights Issue. The Stock Options can be exercised on 30 April 2025 at the earliest. The issuance of shares upon exercise of the Share Options is contingent upon either a resolution by the Company's general meeting to issue the corresponding shares in accordance with the Norwegian Private Limited Liability Companies Act, or the Company's board of directors issuing the shares pursuant to an authorization granted under the Norwegian Private Limited Liability Companies Act.
Financial Intermediaries:
If an Eligible Shareholder holds shares in the Company registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the aggregate number of the Subscription Rights to which they will be entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Listing and Commencement of trading of the new shares:
Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 6 January 2025. The new shares and warrants of series TO2 are expected to be delivered to subscribers who are allocated Units in the VPS on or about 8 January 2025 and in Euroclear on or about 8 January 2025.
For further details of the terms of the Rights Issue, please refer to the Prospectus.
Advisors:
Bergs Securities AB is acting as financial advisor to the Company in connection with the Rights Issue.
DNB Bank ASA, Issuer Services, is acting as receiving agent in the Rights Issue.
Advokatfirmaet Schjødt AS is acting as the Company's legal adviser in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 on 6 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for
OSLO, NORWAY – 4 DECEMBER 2024 – Zwipe AS ("Zwipe" or the "Company") announces
that the prospectus relating to the Company's rights issue of units consisting
of shares and warrants (the "Rights Issue") has been approved and registered by
the Swedish Financial Supervisory Authority and is available on the Company's
website www.zwipe.com and will also be available on the Swedish Financial
Supervisory Authority's website, www.fi.se.
The prospectus can be ordered from Zwipe by e-mail: ir@zwipe.com subject to
certain legal restrictions. The prospectus is available on the Company's
website www.zwipe.com, and will also be available on
the Swedish Financial Supervisory Authority's website, http://www.fi.se.
Timetable for the Rights Issue
The commencement of the subscription period in Norway is subject to timely passporting of the prospectus.
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 16.20 CET on 4 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
OSLO, NORWAY – 4 Dec – 2024 –Zwipe, a global leader in biometric authentication technology for access control, identification, and payment solutions, is pleased to announce that a leading international luxury and fashion company is currently testing Zwipe’s biometric access cards. This evaluation marks a significant step toward the potential integration of Zwipe’s advanced technology into the company’s operations.
A publicly listed company on the Oslo and Stockholm stock exchanges, Zwipe specializes in developing secure, innovative solutions that prioritize data privacy and user convenience. The company’s biometric access cards are designed to offer robust security by ensuring that only authorized users can activate the card using their unique fingerprint.
The luxury retailer is exploring Zwipe Access to enhance security across its global network of stores and operations. With rising concerns over physical access security in the luxury sector, Zwipe Access cards provide a card-based dual-authentication solution for access control. Sensitive credentials are kept secure and can only be activated by the legitimate cardholder.
Robert Puskaric, President and CEO of Zwipe, said, "In the world of luxury retail, privacy and security are paramount. Adopting secure and reliable access control systems is essential in protecting people and facilities. Zwipe’s biometric technology offers a secure, fast, and intuitive authentication experience for access control. We are delighted to have such a global leader as potential customer."
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries, and cultures to make convenience safe and secure. We are pioneering next-generation biometric card technology for payment, physical and logical access control, and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit www.zwipe.com
All the items on the agenda were addressed and approved. Attached are the minutes of the EGM.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 13.40 (CET) on 3 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
OSLO, NORWAY – 3 DECEMBER 2024 – Reference is made to the stock exchange announcement published by Zwipe AS (the “Company”) on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of one share and one warrant, with preferential rights for existing shareholders with gross proceeds of up to NOK 39.7 million (the "Rights Issue").
The Board of Directors has received subscription and guarantee commitments from certain existing shareholders and external investors. Thus, the Rights Issue is covered by subscription and guarantee commitments up to at least 41.9 percent, equal to NOK 16.6 million.
Subscription and Guarantee Commitments
The Company has received subscription commitments from Board members Jörgen Lantto and Dennis Jones, amounting to approximately 4.5 percent of the Rights Issue.
To the extent the Rights Issue is not fully subscribed, a consortium of guarantors, including board member David Chew, has agreed to subscribe and pay for units in the Rights Issue up to an aggregate subscription rate corresponding of 28 percent of the Rights Issue (the “Bottom Guarantee Commitments”). The consortium providing the Bottom Guarantee Commitments will receive a 15 percent underwriting fee.
In addition, the Company and Fenja Capital (the “Top Guarantor”) has agreed that the Top Guarantor shall subscribe and pay for units in the Rights Issue up to 13.9 percent of the Rights Issue (the “Top Guarantee Commitment”). The Top Guarantor will receive an 8 percent underwriting fee.
Further information about the subscription commitments, the Bottom Guarantee Commitments and the Top Guarantee Commitment will be provided in the prospectus, to be approved by the Swedish Financial Supervisory Authority on or about 5 December 2024.
Convertible Loan and Use of Proceeds
The Top Guarantee Commitment will be fulfilled through the partial set-off of NOK 5,514,472 of the Company’s outstanding convertible loan of NOK 10,514,472 (the “2023 Convertible Loan”). If the Top Guarantor is allotted units amounting to less than NOK 5,514,472, the balance between the allotted amount and NOK 5,514,472 shall be paid back in cash by the Company to the Top Guarantor, using proceeds from the Rights Issue. The accrued interest under the 2023 Convertible Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, will be set-off against the Top Guarantor’s commitment under the Bottom Guarantee Commitments.
To accommodate the Top Guarantee Commitment, the use of proceeds outlined in the Company’s announcement on 7 November 2024 has been revised.
The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0 million, will be extended for another 12 months in the form of a new convertible loan (the “New Convertible Loan”). This arrangement ensures the full settlement of the 2023 Convertible Loan. The New Convertible Loan will carry an annual interest rate of STIBOR + 10 percent.
The issuance of the New Convertible Loan is contingent on the approval of a board authorization at the extraordinary general meeting (“EGM”) scheduled for 3 December 2024, or alternatively, the approval at a subsequent EGM that either authorizes the Company’s board of directors to issue the New Convertible Loan or directly resolves to issue the New Convertible Loan. As consideration for the Top Guarantor agreeing to subscribe for the New Convertible Loan, the Top Guarantor shall receive a fee of NOK 200,000 from the Company (the “Arrangement Fee”). The Arrangement Fee shall be added to the total nominal amount of the New Convertible Loan and not be paid in cash, which means that the total nominal amount of the New Convertible Loan shall amount to a total of NOK 4,200,000.
The Company has also issued 60,000,000 contractual stock options to the Top Guarantor (the “Stock Options”). The Stock Options can be exercised up until 31 December 2026 and each Stock Option entitles to subscribe to one (1) new share in Zwipe at a price of 70 percent of VWAP during the ten trading days that immediately precede every third month-end, starting in April 2025, however no lower than the quota value of the Company’s share and not higher than 150 percent of the subscription price in the Rights Issue. The Stock Options can be exercised on 30 April 2025 at the earliest.
The issuance of shares upon exercise of the Share Options is contingent upon either a resolution by the Company’s general meeting to issue the corresponding shares in accordance with the Norwegian Private Limited Liability Companies Act, or the Company's board of directors issuing the shares pursuant to an authorization granted under the Norwegian Private Limited Liability Companies Act.
Changes to item 5 of the EGM notice
The Bottom Guarantee Commitments and Top Guarantee Commitment necessitate changes to resolution 5 proposed for the EGM on 3 December 2024. As these changes do not affect shareholders’ preferential rights under Section 10-4 of the Norwegian Private Limited Liability Companies Act, the Company’s board of directors has determined that these amendments are in the best interests of the Company and its shareholders. An updated proposal for item 5 in the notice for the EGM will be distributed prior to the meeting.
Robert Puskaric, CEO of Zwipe comments:
"We are very grateful for the continued support from existing shareholders and new investors. By securing part of the rights issue, the management team can focus on developing Zwipe further and continuing our sales efforts.”
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in the Market Abuse
Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12,
and is information that Zwipe AS is obligated to make public pursuant to the
continuing obligations of companies admitted to trading on Euronext Growth Oslo
(Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth
Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se.
The information was submitted for publication, through the agency of the contact
person set out below, at 08:00 on 3 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (the "Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
Reference is made to the stock exchange announcements published by Zwipe AS (the "Company") on 14 December 2023, regarding the final results of a rights issue of units, each consisting of one new share in the Company, each with a nominal value of NOK 0.10 and one warrant of series T01 (the "Warrants"), with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35.0 million (the "2023 Rights Issue"). Reference is further made to the stock exchange announcement made by the Company on 3 January 2024 regarding information about the Warrants.
The 2023 Rights Issue resulted in the issuance of 64,823,988 Warrants, of which 40,889,612 Warrants were allocated to subscribers in the Rights Issue and 13,480,092 Warrants were allocated to the top guarantor in connection with the issuance of a convertible loan, that constituted the top guarantee commitment under the 2023 Rights Issue (the “2023 Convertible Loan”).
Two (2) Warrants entitle to the subscription of one (1) new share in the Company in the period commencing today, 2 December 2024 and ending on 13 December 2024 (the “Exercise Period”).
The subscription price upon exercise of the Warrants shall for subscription of one share in the Company be 70% of the ten-day VWAP (Volume Weighted Average Price) of the Company's shares on Euronext Growth Oslo the last ten (10) trading days prior to commencement of the Exercise Period, but never lower than NOK 0.10 per share and never higher than 1.20 per share. Based on this, the subscription price has been set at NOK 0.11 per new share.
If all Warrants are exercised, the Company could raise an amount of NOK 3,565,319.34. Holders of Warrants may either sell their Warrants or use them to subscribe for shares in the Company, in both cases within the deadlines stated above. If the Warrants are not sold or exercised within the respective deadlines, the Warrants will lapse with no compensation to the holders. For more information pertaining to the Warrants, please see the prospectus prepared in connection with the 2023 Rights Issue, which is available on the Company's website www.zwipe.com and on the Swedish Financial Supervisory Authority's website, www.fi.se.
For further information contact:
Robert Puskaric, CEO of Zwipe
E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in Section 5-12 of the Norwegian Securities Trading Act 5-12 and is information that Zwipe AS is obligated to make public pursuant to the
continuing obligations of companies admitted to trading on Euronext Growth Oslo
(Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth
Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se.
The information was submitted for publication, through the agency of the contact
person set out below, at 23.00 CET, 1 December 2024.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the 2023 Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's
website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 7 November 2024, in which the Company announced that its board of directors had resolved to propose that the Company carries out a new issue of units, each consisting of one share and one warrant, with preferential rights for existing shareholders amounting to approximately NOK 39.7 million (the "Rights Issue"). Below is the key information with ISIN for the subscription rights included and information on the last day including the right to receive subscription rights. Save for the inclusion of the ISIN and the last day including rights, there has been no changes to the key information relating to the Rights Issue.
Date on which the terms and conditions of the rights issue were announced: 7 November 2024
Last day including rights: 3 December 2024
Date of approval: 3 December 2024
Ex-date: 4 December 2024
Record Date: 5 December 2024
Maximum number of new shares: 397,213,376
Maximum number of new warrants: 397,213,376
Subscription price per share: 0.10 per share
Ratio preferential rights: One right per share held in the Company
Subscription ratio: One right entitles the holder to subscribe for four shares and four warrants
Manager and bookrunner: Bergs Securities AB
Settlement agent: DNB Bank ASA
Will the rights be listed: The Company will apply for listing of the rights on Euronext Growth and Nasdaq First Growth Market
ISIN for the rights: NO0013409755
Other information:
The Rights Issue is structured in a manner where each right gives the holder the right to subscribe for four shares and four warrants (Norwegian: frittstående tegningsrett), with a combined subscription price of NOK 0.10, representing a subscription price per share of NOK 0.10 and no consideration for the warrant. Each warrant holder may exercise all or some of its warrants in the period beginning on 3 March 2025 and ending on 14 March 2025. Exercise shall be carried out by written notice, which shall be received by the Company within the abovementioned exercise period. The subscription price upon exercise of the warrants is NOK 0.10.
Out of the maximum number of new shares to be issued in the rights issue, a maximum of 122 010 100 new shares will be issued to the part of the shareholder based which trades shares in Norway through Euronext Securities Oslo (VPS) (the "Norwegian Offering"), and a maximum of 275 203 276 new shares will be issued to the part of the shareholder based which trades shares in Sweden through Euroclear Sweden AB (the "Swedish Offering"). The split is based on the relationship between the trade in the two countries as per the end of 7 November 2024, and there will from and including 7 November 2024 temporarily be imposed a block for repositioning of trading in the shares in the Company between the two systems until and including the record date in the Rights Issue.
In the Swedish Offering, the subscription price of NOK 0.10 shall be settled in SEK, and will be fixed at SEK 0.10, based on the European Central Bank's published exchange rate on 7 November 2024. According to the Norwegian Private Limited Liability Companies Act (the "NPLCA") regulations, settlements in a currency other than NOK are considered as an in-kind contribution, and the Board has in this respect prepared a statement in accordance with the NPLCA Section 2 -6, cf. Section 10-2, which will be confirmed by the Company's auditor, BDO AS. The Board's statement with the auditor's confirmation is available at the Company's website: www.zwipe.com.
This information is published in accordance with the requirements of the continuing obligations for issuers listed on Euronext Growth.
Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
For further information contact:
Robert Puskaric, CEO of Zwipe E-mail: ir@zwipe.com
This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at the date and time provided.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
OSLO, NORWAY and SÃO PAULO, BRAZIL – 26 November 2024 – DS4 Innovation, one of Brazil’s leading total solution providers that focuses on access control systems, Industry 4.0, industrial automation and industrial engineering applications, has signed a distribution agreement with Zwipe, a global leader in biometric technology for identification, access control and payment cards. This partnership marks a major milestone in delivering advanced biometric access solutions to the Brazilian market.
Under this agreement, DS4 Innovation will distribute Zwipe’s innovative biometric access cards across Brazil. Zwipe Access provides two-factor authentication through integrated biometrics without the need for a separate fingerprint reader. This card is easy to use and fast to deploy on existing infrastructure, without the need for a biometric database. This is a seamless and secure solution for high security environments.
“Innovation is at the heart of what we do at DS4 Innovation,” said Fábio Martins Fernandes, CEO of DS4 Innovation. “We are happy to partner with Zwipe, a leader in biometric solutions, to offer a state-of-the-art platform that enhances both identity verification and security. This partnership aligns with our commitment to provide Brazilian companies with innovative solutions that meet their needs for advanced security.”
Robert Puskaric, President and CEO of Zwipe, said, “We are excited to collaborate with DS4 Innovation, a company dedicated to connecting everyone's needs. This partnership enhances DS4 Innovation’s portfolio of innovative solutions and provides Brazilian businesses with local player to Zwipe’s pioneering biometric technology. With this collaboration, DS4 Innovation and Zwipe are set to transform access control standards, promoting a safer and more secure environment for organizations across Brazil."
About DS4 Innovation
DS4 Innovation is a company based on consolidated engineering principles and good management practices, without, however, allowing itself to be bound by rigid rules of conduct regarding the possibility of innovation. Whether it is an educational institution, industry or other entities that want to quickly pair their teams' knowledge with the latest on the market and even in research centers, we have the means to connect everyone's needs.
To know more, please visit https://ds4innovation.com.br/
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work passionately across networks of international organizations, industries, and cultures to make convenience safe and secure. We pioneer next-generation biometric card technology for payment, physical and logical access control, as well as identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, please visit http://www.zwipe.com/
SCAP becomes a distributor for Zwipe and creates the first starter pack in French for Zwipe Access, the biometric Access control card.
OSLO, NORWAY and VAULX EN VELIN, March 27, 2024 – Zwipe A.S., a company listed on the stock exchanges of Oslo and Stockholm, a pioneer and world leader in the development of biometric technology on cards for identification, access control and payment, has teamed up with SCAP, the leading distributor of access control cards and readers in France, focusing on providing advanced security RFID solutions, to introduce the innovative "biometric system-on-card" to SCAP's customers in France.
SCAP's customer base spans across the entire security industry in France, including physical and logical access system manufacturers, installers, integrators as well as corporations in various industries, including airports, transportation, healthcare, data centers, critical infrastructure, manufacturing, government, and education.
As a testimony of SCAP commitment and to fulfil immediate demand from early adopters, SCAP has placed its first purchase order to Zwipe already and launched the first Zwipe Access starter pack in French language.
Zwipe Access utilizes state-of-the-art biometric capture and matching technology to securely store the cardholder’s encrypted fingerprint template directly within the card’s smart chip during issuance. This integration seamlessly aligns with the requirements of SCAP’s customers, allowing them to integrate biometric verification swiftly, securely, and cost-effectively into their existing security infrastructure.
According to Pierre Yves Dudal, president of SCAP, “In today’s highly secure EU requirements for working environment, having easy access to the latest access technologies is critical for all strategic or sensitive sites. The biometric card provided by Zwipe brings breakthrough ID card technologies to existing identification systems for the next generation of physical and logical access.”
“We are happy to partner with SCAP, a leading advanced security solution distributor. We look forward to developing and strengthening the relationship with the French security market thanks to our local expertise and support, as well as supporting SCAP to deliver best- in-class customization and logistic for access control solutions integration partners globally,”, says Robert Puskaric, President and CEO of Zwipe.
About SCAP
For over two decades, SCAP has been a trusted authority in identification and security solutions. SCAP's extensive experience in RFID cards and readers and close collaboration with the security installers have allowed SCAP to rigorously test and refine SCAP's product range.
SCAP specializes in a wide array of RFID technologies, from the basic Prox 125 kHz and EM/TEMIC to the more sophisticated 13.56 MHz, MIFARE DESfire® EV3, HID iCLASS, SEOS, and beyond. In addition to standard formats, SCAP offers customized encoding options. SCAP's badges come also in combination with the appropriate RFID readers. SCAP is member of SELEPSO Group.
For more information, visit www.scap.name
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit: www.zwipe.com
OSLO, NORWAY – 26 March 2024 – Zwipe AS ("Zwipe" or "the company") has today released its Annual Report 2023, including the Board of Directors report and financial statements. The report and annual accounts were approved by the Board of Directors after the close of business on 25th of March 2024. The 2023 Annual Report is attached to this release and available at https://www.zwipe.com/investors/reports.
OSLO, NORWAY – 22 February 2024 – Zwipe AS ("Zwipe" or "the company") today announces its results for the first half of 2023.
Highlights H2 2023
Significant events after the period
H2 2023 operational review
Commenting on the second half of 2023, Zwipe CEO Robert Puskaric says, “Despite our many go-to-market partnerships around the globe and 50+ dialogues with issuers, market adoption of biometric payment cards in 2023 simply did not happen as Zwipe or anyone else in the industry expected. Issuers continue to be slow-moving meaning that commercial orders from our SCM customers and revenues for Zwipe Pay were far lower than anticipated at the start of the year.”
Progress in Zwipe Access has been much more positive, with Puskaric continuing, “Much more optimistically, we have seen considerable interest in biometric access control technology throughout 2023. Across the USA and Europe, we have more than 35 Zwipe Access go-to-market partnerships, and these partners are currently carrying out more than 65 proofs of concept.” These proofs of concept (“PoCs”) of Zwipe Access technology include end-user enterprises including Fortune 100 companies, Top 3 cloud service providers, healthcare facilities, airports, data centers, government agencies, and critical infrastructure operators. These PoCs are expected to translate into commercial orders and meaningful revenue in the short term, with an additional, powerful growth catalyst deriving from the EU NIS2 Directive on cybersecurity requirements in critical infrastructure sectors.
In the USA, Zwipe Access completed a critical operational test and evaluation by National Safe Skies Alliance, Inc. (Safe Skies) at Richmond International Airport (RIC) early in 2024. The Safe Skies team’s report offers a positive assessment of Zwipe Access technology in airports and is expected to motivate airports across the Americas to evaluate Zwipe Access technology. Zwipe continues to make positive progress with our key GTM partners including Schneider Electric, MC Dean, Matrix Systems and NCS in the Americas and in AWT, Assa Abloy, Certego and others in Europe.
Fundraising and new strategic direction
The negative developments in Zwipe Pay and positive developments in Zwipe Access during the second half led to our January 2024 announcement of a new strategic direction for Zwipe, which will see the company focus our resources almost exclusively on commercialization of Zwipe Access where the near-term commercial opportunity is clear.
Just before the January 2024 announcement, Zwipe completed a rights issue in December 2023 raising NOK 35 million in gross capital, with additional capital possible from an exercise of warrants in December 2024. Funds raised in addition to cash on hand will now be directed primarily to accelerating Zwipe Access commercialization, with substantially less required to support additional technology development or supply chain purchases associated with Zwipe Pay. When combined with the June 2023 restructuring, Zwipe expects operational costs to be more than NOK 40 million lower than in 2023. Total cash flow over the coming two years is also expected to be more than NOK 40 million better than if Zwipe had continued to focus on both business lines, giving Zwipe longer runway and greater financial flexibility. These decisive actions alongside funds raised from the rights issue should put Zwipe on a path towards cashflow breakeven, which we hope to reach in 2025.
H2 2023 financial review
Zwipe reported total revenues of NOK 1.2 million during H2 2023, lower than the NOK 3.1 million reported in H2 2022 and the NOK 1.7 million reported in H1 2023. Total operating expenses totalled NOK 44.6 million in H2 2023, down NOK 15.1 million compared to H2 2022, and down NOK 12.9 million compared to the first half of 2023. The above resulted in net income for H2 2023 of NOK -43.9 million, substantially better than NOK -57.1 million reported in H2 2022 and NOK -56.1 million in H1 2023.
Total net cash flow for H2 2023, including cash flow from financing and investing activities, was NOK -33.7 million compared to NOK -59.3 million in H2 2022.
On 31 December 2023, cash and cash equivalents were NOK 42.2 million, compared to NOK 50.5 million on 31 December 2022 and NOK 76.0 million on 30 June 2023. With the remaining outstanding funds from the rights issue of NOK 24.4 million received in early January 2024, the effective “turn of year” cash position was NOK 66.6 million.
Going forward
Zwipe’s priorities for 2024 all involve accelerating Zwipe Access commercialization and maximizing Zwipe’s financial flexibility:
Results presentation
CEO Robert Puskaric and CFO Hugo Petit will present the H2 2023 results by webcast today, February 22nd, at 13:00 CEST.
Webcast details:
Date: 22 February, 13.00 CET
Format: webcast and Q&A
Language: English
Link: https://app.webinar.net/bEArXRLNvJG
Participants will be required to register to view the webcast and participate in the Q&A, and are encouraged to submit their questions before the webcast to ir@zwipe.com.
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This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 on 22 February 2024.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
For more information, please contact:
ir@zwipe.com
Zwipe AS will publish its H2 2023 financial report on 22 February 2024 at 08.00 CET. On the same day at 13.00 CET, the company will host a webcast to present the report. After the presentation, the webcast will be opened up fr questions from the audience.
Participants will be required to register to listen to the webcast and participate in the Q&A.
Webcast details:
Date: 22 February, 13.00 CET
Format: webcast and Q&A
Language: English
Link:
https://app.webinar.net/bEArXRLNvJG
For more information contact:
NEW ORLEANS, LOUISIANA, USA and OSLO, NORWAY – 25th January 2024 - Safe Skies’ evaluation report entitled SSDA—23-032 Zwipe Access Biometric Smart Card was published in November 2023. This report is available to qualified airport personnel at US commercial-service airports via the Homeland Security Information Network (HSIN) or by contacting anna.hamilton@sskies.org with their request.
Safe Skies, an independent third-party, non-profit organization funded by the Federal Aviation Administration, conducts thorough testing of security systems’ detection capabilities, reliability, and maintainability under active airport operational and environmental conditions. Safe Skies performs its evaluations under an ISO 9001:2015-approved Quality Management System.
“We are very pleased with the results of the evaluation,” said Tim Walsh, President of Tadera. “The Zwipe Access system is a highly secure and user-friendly solution that meets the needs of airports. We are confident that this product will be a valuable addition to our portfolio and will help airports enhance their security posture.”
“We are excited to partner with Tadera to bring this innovative biometric access card system to the market,” said Robert Puskaric, CEO of Zwipe. “The encouraging evaluation results instill confidence in our vision that the Zwipe Access system strengthens security at airports worldwide.
For further information, please contact:
Tim Walsh, timothy.walsh@TADERA.com; 504-754-0048 for TADERA
Marcel Williams,marcel.williams@Zwipe.com; 954-649-6222 for Zwipe
About ASSIST
Safe Skies’ Airport Security System Integrated Support Testing (ASSIST) Program is a collaborative effort between US commercial-service airports, the Transportation Security Administration, the Federal Aviation Administration, Airports Council International-North America, American Association of Airport Executives, and Airport Consultants Council. Safe Skies created the ASSIST Program to fulfill its core purpose of helping airport operators meet their security responsibilities using a transparent process for identifying, selecting, and executing projects that are designed to create a more efficient and effective airport security system.
About TADERA
TADERA's commitment to the airport sector spans over 40 years, culminating in our transformation into TADERA from Civix CI. Our mission is to enhance the safety, security, and financial stability of airports, ensuring world-class facilities for passengers and cargo transport. The name TADERA reflects our dedication to facilitating Transportation, Aviation, and Destinations in the next era of air travel. We provide software and integrated technology solutions that elevate the safety and financial performance of airports. TADERA serves the Federal Aviation Administration, state aeronautics departments, and more than 100 airports worldwide.
Learn more about us at
www.tadera.com.
About Zwipe
Zwipe believes in the inherent uniqueness of every individual, paving the way for a safer future. We passionately collaborate across international networks, industries, and cultures to make convenience both secure and safe. At Zwipe, we pioneer next-generation biometric card and wearables technology for payment, physical and logical access control, and identification solutions. We promise our customers and partners deep insights and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. With our headquarters in Oslo, Norway, and a global presence, we are shaping the future of security.
Learn more at
www.zwipe.com.
OSLO, NORWAY – 16 January 2024 – Zwipe AS today announces a company restructuring and new strategic direction, increasing its focus on Zwipe Access and accelerating the commercialization of its biometric authentication technology in the access control market. As a result of the change in strategic focus, the company has initiated a restructuring process that is expected to reduce operational costs, particularly related to Zwipe Pay. On a directly comparable basis excluding one-off costs, the Group expects to reduce operating costs in 2024 by approximately NOK 40 million compared to 2023, combining the effects of Zwipe’s new strategy and the streamlining plan previously announced on 21 June 2023.
“Zwipe has seen considerable traction and progress in the access control market in 2023, with more than 30 partnerships signed or in progress in the USA and Europe. The market is in its early stages but we believe biometric cards can represent a substantial share of the nearly 500 million smart access cards expected to be shipped annually in coming years. Our value proposition is clear, with partners and end-users alike recognizing the substantial benefits of biometric access control technology in terms of security, convenience, and GDPR compliance,” says Zwipe CEO Robert Puskaric.
In addition, in recent months compliance with the EU NIS2 Directive on cybersecurity requirements in critical infrastructure sectors – required by October 2024 and which Zwipe Access provides – has emerged as a critical catalyst for end customers, encouraging them to consider the adoption of biometric access control solutions.
Zwipe has more than 60 proofs of concept in progress with end users, including a Top 3 global cloud service provider, a well-known Swedish consumer technology company, Berkshire Hathaway Energy Group, Fortune 100 companies, and entities including government agencies, airports, critical infrastructure operators, data centers, and healthcare facilities.
“Our new strategic direction will mean laser focus on the singular objective to rapidly achieve commercial success with Zwipe Access, while operating in as lean a manner as possible to maximize our financial flexibility,” says Puskaric.
Zwipe has historically focused primarily on the development and application of its biometric authentication technology in the payments market. Over the last two years, Zwipe completed the development of Zwipe Pay including mobile enrollment solutions, achieved full certification of the technology by both Visa and Mastercard, and spent significant time lining up the biometric payment card (“BPC”) value chain players to launch quickly once banks decided to move forward with biometric payment cards. However, neither market adoption nor the pace of commercial launches has materialized in the manner Zwipe or other players had expected, particularly towards the end of 2023.
“The decision to focus on Zwipe Access is a natural outcome of the traction seen in 2023. However, all the effort that went into developing and certifying Zwipe Pay is what laid the foundation for success with Zwipe Access. Our Access partners and end customers tell us they gain confidence using technology subjected to the rigorous testing required for certification in the payments market,” states Puskaric. Zwipe will continue to serve and fulfill purchase orders from Zwipe Pay customers that have already been certified.
Cost reduction initiatives will begin immediately, with full impact from the middle of the second quarter of 2024. On a net basis, five employees will leave Zwipe, with departures linked to Zwipe Pay, while the Zwipe Access sales team will increase slightly as the company ramps up commercialization efforts here.
Total cash flow over the coming two years is anticipated to be more than NOK 40 million better than if Zwipe had continued to focus on both payments and access control, giving Zwipe significantly longer runway and greater financial flexibility.
“While it is heartbreaking to let highly valued employees go and transition away from Zwipe Pay, we fully believe this is the right course of action for our shareholders. Zwipe Access is a higher margin business with visible commercial inroads, and our objective is for Zwipe to approach breakeven in H2 2025 as a result of higher margins, lower operational costs, and lower supply chain costs,” says CEO Robert Puskaric.
The recently completed rights issue, which includes a possible exercise of warrants in December 2024, should enable this path to profitability.
The Company will host a webcast today, 16 January at 15:00 CET, about our new strategic focus. After the presentation, the webcast will be opened up for questions from the audience.
Webcast details
Date: 16 January 2024
Time: 15:00 CET
Format: Webcast and Q&A
Language: English
Link: https://app.webinar.net/4bmE8YkDrNQ
For further information, please contact:
Robert Puskaric, CEO
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This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 on 16 January 2024.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
OSLO, NORWAY – 5 January 2024 – Zwipe has appointed Hugo Petit as interim CFO with Zwipe’s current CFO and Head of IR, Danielle Glenn, deciding to leave the company to join a capital markets advisory and consulting firm
Ms. Glenn has been responsible for Zwipe’s capital markets activities, including the two rights issues in 2023. She has also been instrumental in designing Zwipe’s overall strategic, operating, and investment plans and in restructuring the company to maximize financial flexibility and liquidity. Mr. Petit will join Zwipe as soon as possible, bringing over 20 years of experience as a CFO.
“I am excited to work with Hugo, who has a great deal of experience keeping organizations lean and streamlined while adapting to fast-evolving markets,” says Zwipe CEO Robert Puskaric.
“I would like to thank Danielle for her significant contributions to Zwipe in a difficult environment. She has been a dynamic and integral part of the management team, providing valuable strategic input and handling her myriad cross-departmental responsibilities with efficiency and diligence. The Board and I wish her all the best in her new role,” continues Puskaric.
The company has agreed with Ms. Glenn that she will leave Zwipe at the end of January 2024 but stay on as long as needed thereafter in a consulting capacity to ensure the smooth handover of responsibilities and transition to the new CFO.
For further information, please contact:
Robert Puskaric, CEO
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This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 14:05 on 5 January 2024.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
OSLO, NORWAY – 3 January 2024 – Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 14 December 2023 regarding the final allocation of a rights issue of units, each consisting of one new share in the Company, each with a nominal value of NOK 0.10 and one warrant of series T01 (the "Warrants"), with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35 million (the "Rights Issue").
The Rights Issue resulted in the issuance of 64,823,988 Warrants, of which 40,889,612 Warrants were allocated to subscribers in the Rights Issue and 13,480,092 Warrants were allocated to the top guarantor in connection with the Convertible Loan (as defined below). All 64,823,988 Warrants will be listed and tradable on Euronext Growth Oslo for a period commencing today, 3 January 2024 and ending at 16:30 (CET) on 9 December 2024. In addition, the Warrants will be listed on Nasdaq First North Growth Market Sweden for a period commencing today, 3 January 2024 and ending at 16:30 (CET) on or about 10 December 2024. The 10,454,284 Warrants not allocated to subscribers in the Rights Issue or in connection with the Convertible Loan (as defined below) will not be used and will be returned to the Company.
Two (2) Warrants entitle to the subscription of one (1) new share in the Company. The subscription price upon exercise of the Warrants shall for subscription of one share in the Company be 70% of the ten-day VWAP (Volume Weighted Average Price) of the Company's shares on Euronext Growth Oslo the last ten (10) trading days prior to commencement of the Exercise Period, but never lower than NOK 0.10 per share and never higher than 1.20 per share. Consequently, if all Warrants are exercised, the Company expects to raise an additional amount of minimum NOK 3,241,199.40 and maximum NOK 38,894,392.80.
Holders of Warrants may either sell their Warrants or use them to subscribe for shares in the Company, in both cases within the deadlines stated above. As such, the Warrants may have a financial value for the holders, depending on the prevailing market price for the shares in the Company. If the Warrants are not sold or exercised within the respective deadlines, the Warrants will lapse with no compensation to the holders.
For more information pertaining to the Warrants, please see the prospectus prepared in connection with the Rights Issue (the "Prospectus"), which is available on the Company's website www.zwipe.com and on the Swedish Financial Supervisory Authority's website, www.fi.se.
Pre-commitment and bottom guarantee commitments:
In connection with the Rights Issue, the Company received subscription commitments from a number of existing shareholders totaling approximately NOK 8.8 million, corresponding to approximately 25 percent of the Rights Issue. No compensation is paid for these subscription commitments.
In addition, Zwipe received so-called bottom guarantee commitments of approximately NOK 15.8 million. Through the bottom guarantees together with the subscription commitments, approximately 70 percent of the issue proceeds in the Rights issue was secured. For the so-called bottom guarantees, a compensation of thirteen (13) percent of the guaranteed amount is paid. The subscription commitments and bottom guarantee commitments were not secured by bank guarantee, escrow funds, pledging or similar arrangements. Detailed information regarding the parties that have entered into subscription commitments and guarantee undertakings can be found in the Prospectus.
Top guarantee commitment and new issue of the Convertible Loan and Warrants pursuant to the top guarantee commitment:
Zwipe received a so-called top guarantee of approximately NOK 10.5 million. The top guarantee was fulfilled by the top guarantor subscribing for a convertible loan in the Company of NOK 10,514,472 (the "Convertible Loan"). Through the top guarantee, together with the subscription commitments and the bottom guarantee commitments, 100 percent of the issue proceeds in the Rights Issue was secured. For the so-called top guarantee, a compensation of fifteen (15) percent of the guaranteed amount is paid. The top guarantee commitment was not secured by bank guarantee, escrow funds, pledging or similar arrangements. The subscription amount has been paid to the Company.
The top guarantor also had the right and obligation to subscribe for Warrants free of charge in relation to the subscription price for the Convertible Loan. The number of Warrants the top guarantor was entitled to subscribe for amounted to the maximum number of Units in the Rights Issue less the aggregate number of Units subscribed for by existing shareholders in the Company and Units subscribed for under the bottom guarantee commitments, multiplied by 0.78. Based on these principles, the top guarantor was allocated 13,480,092 Warrants.
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This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 07:57 on 3 January 2024.
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For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
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IMPORTANT NOTICE
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
OSLO, NORWAY – 2 January 2024 – Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 14 December 2023 regarding the final allocation of a rights issue of units, each consisting of one new share in the Company, each with a nominal value of NOK 0.10 and one warrant of series T01, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35 million (the "Rights Issue").
The share capital pertaining to the Rights Issue has now been registered with the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). The Company's new share capital is NOK 9,930,334.40, divided into 99,303,344 shares, each with a nominal value of NOK 0.10.
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This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 11:30 on 2 January 2024.
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For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
