OSLO, NORWAY - 08 September 2020- The board of directors of Zwipe AS call for an Extraordinary General Meeting to be held on 29 September 2020 at 10:00 CET.
Please find enclosed the notice of the Extraordinary General Meeting.
Notice of attendance, in person or by proxy, shall be given no later than 28 September 2020 at 16:00 CET. Shareholders are encouraged to register via the following link here.
Alternatively, the attached form may be sent by e-mail to genf@dnb.no, or regular post to DNB Bank ASA, Verdipapirservice, NO-0021 Oslo.
The board of directors (the "Board") has proposed the following agenda:
Proposed decisions from the Board and the Nomination Committee (extracts only, please see the attachments to the notice for the full proposals)
Matter no. 4: Approval of capital increase directed against the chair of the Board
The general meeting resolved to approve the board's use of the authorization to increase the share capital to strengthen the Company's equity to issue and allocate shares to the chair of the board of directors in the board meeting on 7 September 2020.
Matter no. 5: Proposal to issue a new authorization to the Board to strengthen the Company's equity
As the Board has used the registered authorization to strengthen the Company's equity to complete the Private Placement, the Board proposes that the general meeting resolves to issue a new authorization to the board to increase the Company's equity (including to facilitate for a potential repair issue).
The board of directors is hereby granted authorization to increase the company's share capital, on one or several occasions, with up to NOK 319,065.80 (3,190,658 new shares), equivalent to 10% of the share capital after the Private Placement has been completed.
The authorization may be used to issue shares to strengthen the company's equity to the extent the board of directors considers this to be in the company's best interest at the given time.
Matter no. 6: Proposal to amend the provision in the articles of association on notice period for the general meeting
The notice period to the general meeting (ordinary and extraordinary) is 7 days, from 21 days in the company’s articles of association prior to this meeting.
###
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards and wearables that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For more information, please contact:
Lars Kristian Solheim, CFO
+47 991 661 35
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Oslo Børs Merkur Market and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0)8528 00 399. The information was submitted for publication, through the agency of the contact person set out below, at 15:20 CET on 08 September 2020.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
OSLO, NORWAY – 07 September 2020 – Reference is made to the stock exchange release from Zwipe AS (“Zwipe” or the “Company”) published earlier this evening regarding a contemplated private placement.
The Company is pleased to announce that it has raised approximately NOK 96 million in gross proceeds through a private placement (the "Private Placement") of 6,381,315 new shares (the "New Shares"), at a price of NOK 15 per share. The Private Placement took place through an accelerated book building process managed by retained Arctic Securities AS and Erik Penser Bank AB (publ) as joint bookrunners (together the "Managers") after close of markets on 7 September 2020. The Offer Shares were placed to international institutional investors and existing shareholders of the Company.
The net proceeds of the Private Placement will be used to fund further development and commercialization of the Company, general operating cost and strategic investments.
André Løvestam, CEO of Zwipe said: "After completion of this private placement, Zwipe is funded through commercial launches in 2021 and beyond based on the current business plan and market assumptions. We now look forward to taking a leading role in the biometric payment space and embarking on a long journey of value creation for our customers, our shareholders and society at large.”
Jörgen Lantto, chairman of the board of directors of Zwipe (“the Board”) said: “We are humble and proud to receive overwhelming support from high quality international and Nordic institutional investors, considerably strengthening our shareholder base. In particular, the new funding will allow the company to further accelerate our commercial activities to cater for the strong demand from smart card manufacturers and card issuers for Zwipe Pay ONE, our new technology platform for biometric payment cards”.
The payment date for the Offer Shares will be on or about 10 September 2020, with delivery of the Offer Shares expected on or about 14 September 2020. The Offer Shares will be tradable following the registration of the share capital increase in the Norwegian Register of Business Enterprises expected to take place on or about 14 September 2020, and trading is expected to commence simultaneously at Merkur Market and Nasdaq First North Growth Market on or about 14 September 2020.
The completion of the Private Placement was subject to approval by the Board pursuant to an authorisation to increase the share capital given by the annual general meeting held on 14 May 2020.
Following registration of the new share capital pertaining to the Private Placement, the Company will have 31,906,576 shares outstanding, each with a par value of NOK 0.10.
Primary insider Jörgen Lantto, chairman of the Company, was allocated 333,333 shares in the Private Placement. Mr. Lantto's shareholding after completion of the rights issue will be 866,666 shares. The allocation of shares to Jörgen Lantto is subject to shareholder approval at an extraordinary general meeting.
Primary insider Energetic AS, owned by André Løvestam, CEO of Zwipe, was allocated 20,000 shares in the Private Placement. Following this transaction, André Løvestam owns 500,000 shares in the Company through Energetic AS.
Primary insider Lars Kristian Solheim, CFO of Zwipe, was allocated 20,000 shares in the Private Placement. Following this transaction, Lars Kristian Solheim owns 90,000 shares in the Company.
Primary insider Bishwajit Choudhary, EVP of Strategy and Channels of Zwipe, was allocated 20,000 shares in the Private Placement. Following this transaction, Bishwajit Choudhary owns 25,500 shares in the Company.
Primary insider Dr. Robert Mueller, CTO of Zwipe, was allocated 20,000 shares in the Private Placement. Following this transaction, Dr. Robert Mueller owns 48,572 shares in the Company.
Primary insider Eric Mercer, CEO of Zwipe America Inc., was allocated 5,500 shares in the Private Placement. Following this transaction, Eric Mercer owns 5 500 shares in the Company.
The Board will shortly call for an extraordinary general meeting, to be held on or about 29 September 2020 (“the EGM”), which will be requested, inter alia, to make a new authorisation to the Board to issue shares to strengthen the Company's equity. Provided that the EGM provides the authorisation, it is the Board's intention to use this to carry out a subsequent offering of up to NOK 15 million / 1,000,000 shares towards shareholders of the Company as of 7 September 2020 (as registered in the VPS and Euroclear Sweden AB) who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway and Sweden) require any prospectus, filing, registration or similar action. Such shareholders will be granted non-transferable subscription rights to subscribe for, and, upon subscription, be allocated new shares. One subscription right will entitle the holder to subscribe for one share in the Subsequent Offering. Oversubscription and subscription without rights will be allowed. The subscription price in the Subsequent Offering will be the same as the subscription price in the Private Placement. The Subsequent Offering will, if approved, commence after a prospectus describing the Subsequent Offering has been approved by the Financial Supervisory Authority of Norway. The Board may at its discretion decide not to proceed with the Subsequent Offering.
The Board has considered the offering of new shares in Private Placement in light of the equal treatment obligations under the Continuing obligations of companies admitted to trading on Merkur Market and Oslo Børs' Circular no. 2/2014, and is of the opinion that the contemplated transaction is in compliance with these requirements. The Board of Directors concluded that the waiver of the preferential rights inherent in a private placement was considered necessary in the interest of time and successful completion of the share issue. The Private Placement will allow the Company to raise capital faster, with a lower discount and with significantly lower transaction costs than what a rights issue would entail, and it will also allow for the Company to strengthen its shareholder base to the benefit of the shareholders and the Company. On this basis, and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights will be deviated from.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to Zwipe with respect to Norwegian law, White & Case Advokat AB and Kanter Advokatbyrå KB are acting as legal advisor with respect to Swedish law.
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards and wearables that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more, visit www.zwipe.com
For further information please contact: André Løvestam, CEO, +47 991 66 135 ir@zwipe.com
This is information that Zwipe AS is obliged to make public pursuant to the Continuing obligations of companies admitted to trading on Oslo Børs Merkur Market, Nasdaq First North Growth Market and the EU Market Abuse Regulation. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8 528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 23:50 CET on 7 September 2020.
###
This release is issued for information purposes only, and does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
OSLO, NORWAY – 07 September 2020 – Zwipe AS (“Zwipe” or the “Company”) has retained Arctic Securities AS and Erik Penser Bank AB (publ) as joint bookrunners (the "Managers") to advise on and effect a private placement of up to 6,381,315 new shares (the “Offer Shares”) equal to 25% of the outstanding shares in the Company, directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions (the "Private Placement"). The Managers have prior to launch received indications of demand covering the transaction size.
Jörgen Lantto, chair of the Company’s Board of directors (“the Board”), has committed to subscribe for new shares in the Private Placement for a subscription amount of NOK 5 million, subject to approval by an extraordinary general meeting in the Company to be convened shortly after allocation of the Private Placement (the "EGM").
André Løvestam, CEO, Lars Kristian Solheim, CFO, Bishwajit Choudhary, EVP of Strategy and Channels, and Dr. Robert Mueller, CTO, have all committed to subscribe for 20 000 new shares each in the Private Placement. Eric Mercer, CEO of Zwipe America Inc, has committed to subscribe for 5 500 new shares in the Private Placement.
The net proceeds of the Private Placement will be used to fund further development and commercialization of the Company, general operating costs and strategic investments. After completion of this private placement, Zwipe is funded through commercial launches in 2021 and beyond based on the current business plan and market assumptions.
The subscription price and number of Offer Shares to be issued in the Private Placement will be determined by the Board following an accelerated book building process. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the EU Prospectus Regulation (as implemented in Norway by the Norwegian Securities Trading Act and through similar legislation in other EEA states) are available.
The book building period for the Private Placement commences today at 17:30 CEST and closes 7 September 2020 at 21:00 CEST. The Managers and the Company may, however, at any time resolve to close or extend the book building period, or cancel the Private Placement, at their sole discretion and on short notice. If the book building period is shortened or extended, any other dates referred to herein may be amended accordingly. Allocation of the Offer Shares will be determined at the end of the book building period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. Notice of allocation of Offer Shares is expected to be sent to the investors on or about 8 September 2020.
The payment date for the Offer Shares will be on or about 10 September 2020, with delivery of the Offer Shares expected on or about 14 September 2020. The Offer Shares will be tradable following the registration of the share capital increase in the Norwegian Register of Business Enterprises expected to take place on or about 14 September 2020, and trading is expected to commence simultaneously at Merkur Market and Nasdaq First North Growth Market on or about 14 September 2020.
The completion of the Private Placement is subject to approval by the Board of the Company pursuant to an authorization to increase the share capital given by the annual general meeting held on 14 May 2020.
The Board has considered the offering of new shares in Private Placement in light of the equal treatment obligations under the Continuing obligations of companies admitted to trading on Merkur Market and Oslo Børs' Circular no. 2/2014, and is of the opinion that the contemplated transaction is in compliance with these requirements. The Board of Directors concluded that the waiver of the preferential rights inherent in a private placement was considered necessary in the interest of time and successful completion of the share issue. The Private Placement will allow the Company to raise capital faster, with a lower discount and with significantly lower transaction costs than what a rights issue would entail, and it will also allow for the Company to broaden its shareholder base to the benefit of the shareholders and the Company. On this basis, and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights will be deviated from.
The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus requirements (i) outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended, (the “US Securities Act”) and (ii) in the United States to "accredited investors" as defined in the US Securities Act Rule 501(a), acquiring the Offer Shares for investment purposes for its own account, or pursuant to another exemption from the registration requirements of the US Securities Act.
The Board will consider to carry out a subsequent offering of new shares in the Company (the “Subsequent Offering”) which, subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 7 September 2020 (as registered in the VPS and Euroclear Sweden AB on 9 September 2020) who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway and Sweden) require any prospectus, filing, registration or similar action. The subscription price in a potential Subsequent Offering will be equal to the subscription price in the Private Placement.
Existing shareholders that participate in the Private Placement will irrevocably undertake to vote for their shares in favor of the resolution(s) proposed at the EGM to issue shares to Jörgen Lantto and the potential Subsequent Offering.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to Zwipe with respect to Norwegian law, and White & Case Advokat AB and Kanter Advokatbyrå KB are acting as legal advisors with respect to Swedish law.
About Zwipe
Zwipe is pioneering the next generation contactless payments experience, providing biometric payment cards and wearables that enable consumers to authorize transactions with their fingerprints without compromising their privacy. Together with an ecosystem of partners including global brands within digital security and financial services, Zwipe is "Making Convenience Safe & Secure" for banks, merchants and consumers. Zwipe's solutions address the hygiene and data theft pitfalls inherent in traditional authentication methods. Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next great shift in payments from contactless to contact free. To learn more visit www.zwipe.com
For more information contact André Løvestam, CEO +47 991 66 135 ir@zwipe.com
This is information that Zwipe AS is obliged to make public pursuant to the Continuing obligations of companies admitted to trading on Oslo Børs Merkur Market, Nasdaq First North Growth Market and the EU Market Abuse Regulation. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0) 8528 00 399. The information was submitted for publication, through the agency of the contact person set out above, at 17:40 CET on 7 September 2020.
###
This release is issued for information purposes only, and does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
OSLO, NORWAY – 27 August 2020, CET 09:40 – Zwipe AS today publishes its half-year report for H1 2020.
The update is with reference to the EU Market Abuse Regulations
Highlights for first half-year 2020 include:
Financials
Second Quarter
First Half Year
Significant events during the period
Significant actions after the period
CEO comment
The first half of 2020 has been very productive, and a period marked by progress and major achievements for Zwipe. At a time when the public is particularly attuned to the benefits of social distancing, the payment ecosystem has increasingly embraced the need for secure, contactless payment technologies. COVID-19 has been a game-changer for market acceptance of the need for truly touchless payment solutions such as those offered by Zwipe.
The year began with Zwipe successfully listing on Nasdaq’s First North Growth Market in Sweden, boosting liquidity and investor awareness through access to a broader investor community.
We continued building our end-to-end ecosystem, expanding our customer network globally, forging several new strategic technical partnerships, securing important orders and extending exclusive partnerships. All of this while continuing to make progress on our previously announced key projects, Zwipe Pay ONE with IDEMIA and IDEX, and the wearables project with Giesecke+Devrient (G+D).
The ongoing COVID-19 pandemic has elevated the focus on safety and significantly increased the growth of contactless transactions. This, in turn has led to raised contactless transaction limits all over the world and has served to highlight the improved hygiene and safety benefits of biometric payments. During 2020, the first announcements of upcoming small-scale commercial launches of biometric payment cards to consumers have been made, proving that the industry is ready to start serving a mass market.
We believe we hold the key to the next step of broad-scale, high-volume adoption of biometric payment cards through our cooperation with IDEMIA on Zwipe Pay ONE, which will reduce manufacturing cost for biometric payment cards to a level that enables card issuers to start mass-volume deployment.
Consequently, we are doubling down our efforts to serve the market, with immediate results. As previously announced, we have an ongoing dialogue with more than 40 out of the world’s top 50 smart card manufacturers. During H1 2020 we have seen very good progress in our sales pipeline. We have announced that five new smart card manufacturers have decided to adopt Zwipe Pay ONE once it is available for early sampling, planned for later in 2020, and our prospect list and pipeline are continuously increasing. These are the clearest indications of demand for our solutions.
During the period we also began to engage directly with issuers and banks. Early insights suggest that a sizable number of consumers are willing to pay a meaningful monthly fee for biometric payment cards. We have been able to initiate fruitful engagements with multiple banks on how to profitably deploy biometric payment cards to consumers in large scale. This has strongly resonated across the payments and cards ecosystem, creating a wave of interest in what we uniquely offer to the marketplace.
Zwipe builds its competitive position on combining cost and performance leadership with our value-adding trusted advisor/systems integrator role. This combination is the cornerstone in Zwipe’s ambitions towards mass market deployments of Biometric Payment Cards and wearables.
In the second half of 2019 we streamlined costs and lasered in on core processes to achieve mass-volume market readiness for Zwipe. Our progress in recent months is proof that we are on the right path. Our technology partnership with IDEMIA has secured Zwipe world-wide, exclusive ownership to a disruptive technology platform with superior energy efficiency and excellent biometric performance, positioning Zwipe for cost- and technology leadership.
Leveraging the deep systems know-how of our organization, we are also teaming up with other component suppliers and manufacturing partners to further simplify adoption and reduce the total cost of Zwipe Pay ONE. I am excited by the results of these efforts, which secure our ability to meet the aggressive cost targets we have set for Zwipe Pay ONE. We remain on track with regards to the development of Zwipe Pay ONE, having met all significant milestones during the period. We are confident that our cost leadership strategy is enabling us to bring a very compelling offering to our customers, while laying the foundation for a sound long-term business and value creation for Zwipe as the market matures.
Thanks to the experience gained from being fully dedicated to Biometric Payment Cards from the outset, we are a trusted advisor to smart card manufacturers and card issuers, advising them on what is needed to launch Biometric Payment Cards including user experience and customer onboarding.
This comprehensive approach makes Zwipe stand-out in the crowd. Zwipe’s uniqueness is in the combination of our know-how, network, patents and technology. We make the entire process of evaluating, building, integrating, and deploying a biometric payment solution simple. We provide the components and build the inlays necessary for the smart card manufacturers. We are building an ecosystem of partners to enable card manufacturers and issuers a frictionless route to launching Biometric Payment Cards. This cooperative approach is central to supporting the growth of the overall Biometric Payment Card market, but also key to cementing Zwipe’s position and role. By giving banks and issuers, alongside our smart card manufacturing partners, a one-stop shop for the most cost effective and compelling route to launching an innovative, rapidly deployable contactless payment solution, we are building a commercial path that creates sustainable long-term value for our customers.
Cardholders and consumers around the world are demanding greater safety and security when paying for goods, and they want convenience too, which is the background for our mission of “making convenience safe and secure”. I am confident that we are on track to deliver on our mission and fulfil our pivotal role in supporting our many communities tackle the risks posed by COVID-19 at the point of sale.
###
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Oslo Børs Merkur Market and on Nasdaq First North Growth Market and the EU Market Abuse Regulation. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0)8528 00 399. The information was submitted for publication, through the agency of the contact person set out below, at 09:40 CET on 27 August 2020.
OSLO, NORWAY – 27 August 2020, CET 08:00 – Zwipe AS today publishes its half-year report for H1 2020.
Highlights for first half-year 2020 include:
Financials
Second Quarter
First Half Year
Significant events during the period
Significant actions after the period
CEO comment
The first half of 2020 has been very productive, and a period marked by progress and major achievements for Zwipe. At a time when the public is particularly attuned to the benefits of social distancing, the payment ecosystem has increasingly embraced the need for secure, contactless payment technologies. COVID-19 has been a game-changer for market acceptance of the need for truly touchless payment solutions such as those offered by Zwipe.
The year began with Zwipe successfully listing on Nasdaq’s First North Growth Market in Sweden, boosting liquidity and investor awareness through access to a broader investor community.
We continued building our end-to-end ecosystem, expanding our customer network globally, forging several new strategic technical partnerships, securing important orders and extending exclusive partnerships. All of this while continuing to make progress on our previously announced key projects, Zwipe Pay ONE with IDEMIA and IDEX, and the wearables project with Giesecke+Devrient (G+D).
The ongoing COVID-19 pandemic has elevated the focus on safety and significantly increased the growth of contactless transactions. This, in turn has led to raised contactless transaction limits all over the world and has served to highlight the improved hygiene and safety benefits of biometric payments. During 2020, the first announcements of upcoming small-scale commercial launches of biometric payment cards to consumers have been made, proving that the industry is ready to start serving a mass market.
We believe we hold the key to the next step of broad-scale, high-volume adoption of biometric payment cards through our cooperation with IDEMIA on Zwipe Pay ONE, which will reduce manufacturing cost for biometric payment cards to a level that enables card issuers to start mass-volume deployment.
Consequently, we are doubling down our efforts to serve the market, with immediate results. As previously announced, we have an ongoing dialogue with more than 40 out of the world’s top 50 smart card manufacturers. During H1 2020 we have seen very good progress in our sales pipeline. We have announced that five new smart card manufacturers have decided to adopt Zwipe Pay ONE once it is available for early sampling, planned for later in 2020, and our prospect list and pipeline are continuously increasing. These are the clearest indications of demand for our solutions.
During the period we also began to engage directly with issuers and banks. Early insights suggest that a sizable number of consumers are willing to pay a meaningful monthly fee for biometric payment cards. We have been able to initiate fruitful engagements with multiple banks on how to profitably deploy biometric payment cards to consumers in large scale. This has strongly resonated across the payments and cards ecosystem, creating a wave of interest in what we uniquely offer to the marketplace.
Zwipe builds its competitive position on combining cost and performance leadership with our value-adding trusted advisor/systems integrator role. This combination is the cornerstone in Zwipe’s ambitions towards mass market deployments of Biometric Payment Cards and wearables.
In the second half of 2019 we streamlined costs and lasered in on core processes to achieve mass-volume market readiness for Zwipe. Our progress in recent months is proof that we are on the right path. Our technology partnership with IDEMIA has secured Zwipe world-wide, exclusive ownership to a disruptive technology platform with superior energy efficiency and excellent biometric performance, positioning Zwipe for cost- and technology leadership.
Leveraging the deep systems know-how of our organization, we are also teaming up with other component suppliers and manufacturing partners to further simplify adoption and reduce the total cost of Zwipe Pay ONE. I am excited by the results of these efforts, which secure our ability to meet the aggressive cost targets we have set for Zwipe Pay ONE. We remain on track with regards to the development of Zwipe Pay ONE, having met all significant milestones during the period. We are confident that our cost leadership strategy is enabling us to bring a very compelling offering to our customers, while laying the foundation for a sound long-term business and value creation for Zwipe as the market matures.
Thanks to the experience gained from being fully dedicated to Biometric Payment Cards from the outset, we are a trusted advisor to smart card manufacturers and card issuers, advising them on what is needed to launch Biometric Payment Cards including user experience and customer onboarding.
This comprehensive approach makes Zwipe stand-out in the crowd. Zwipe’s uniqueness is in the combination of our know-how, network, patents and technology. We make the entire process of evaluating, building, integrating, and deploying a biometric payment solution simple. We provide the components and build the inlays necessary for the smart card manufacturers. We are building an ecosystem of partners to enable card manufacturers and issuers a frictionless route to launching Biometric Payment Cards. This cooperative approach is central to supporting the growth of the overall Biometric Payment Card market, but also key to cementing Zwipe’s position and role. By giving banks and issuers, alongside our smart card manufacturing partners, a one-stop shop for the most cost effective and compelling route to launching an innovative, rapidly deployable contactless payment solution, we are building a commercial path that creates sustainable long-term value for our customers.
Cardholders and consumers around the world are demanding greater safety and security when paying for goods, and they want convenience too, which is the background for our mission of “making convenience safe and secure”. I am confident that we are on track to deliver on our mission and fulfil our pivotal role in supporting our many communities tackle the risks posed by COVID-19 at the point of sale.
###
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Oslo Børs Merkur Market and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se, +46 (0)8528 00 399. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 CET on 27 August 2020.
OSLO, NORWAY– August 20th, 2020 – Biometric fintech company Zwipe and Wisecard Technology, a leading supplier of EMV personalization and payment solutions, have partnered to support the industrialization of biometric payments solutions.
Headquartered in Shenzhen, China, Wisecard Technology Ltd. specializes in personalization software development, primarily focusing on the smart card payment industry. As a leading provider of EMV personalization services, the company will support the co-development of personalization offerings for the Zwipe Pay family of products and solutions.
“We are excited to work closely with Zwipe to tap into the huge potential we see for biometrics in the payments market. Zwipe has led the way in establishing a global network of partners to make the launch of biometric payment cards and wearables at scale as effortless and cost-effective as possible. We are keen to support this mission and bring safer and more secure payment options to consumers around the world,” says, Kevin Yi, Vice President at Wisecard.
Smart card manufacturers will benefit from the collaboration by having access to a validated and proven personalization process for their biometric payment cards powered by Zwipe technology.
Speaking on the partnership André Løvestam, CEO of Zwipe, says “We are excited to partner with Wisecard as we continue to expand our ecosystem and our capacity to provide the most comprehensive and compelling offerings within biometric payments to smart card manufacturers and issuers, further cementing the value-add we bring to our customers.”
###
About Wisecard Technology
Wisecard Technology Co , Ltd. is a solution provider for smart card issuance and innovative payment platforms with more cost effective and user friendly features. Wisecard has invested heavily on technological innovation and product development. This has resulted in the creation of leading solutions in the area of Card Management and Personalization, payment systems, which have been compliant with the regulations from international payment schemes. Wisecard has always had a strong customer service focus and built leading edge professional services organization, delivering high class product and process support around the world. After a decade of providing cost-effective, innovative and vendor independent solutions that enable customers to improve their operational processes, Wisecard has successfully deployed solutions in more than 60 countries throughout Europe, Africa, Middle East, Southeast Asia and South America.
To learn more, please visit www.wisecardtech.com
For more information contact: Kevin Yi, Vice President, + 86 755 86007346 sales@wisecardtech.com
OSLO, NORWAY– 18 August 2020 – Biometric fintech company Zwipe and Smart Technology Services (STS), one of the world’s first equipment manufacturers to develop a biometric payment card milling and embedding enabled system, have expanded their previously announced partnership to support the industrialization of dual interface biometric payment cards using Zwipe Pay ONE platform.
Headquartered in France, STS is a leading player in the development of industrial manufacturing equipment specifically for the production and personalization of smart cards. The two companies have jointly developed integrated solutions that will enable Smart Card Manufacturers (SCMs) to achieve a risk-free and agile industrialization of biometric payment cards.
“Zwipe has been one of the leaders in the development of biometric payment platforms while we have developed manufacturing processes to enable SCMs to successfully reach a true volume offer capability for such cards. We have worked very closely together over the last year to fine-tune our complementary offering in order to support smart card manufacturers as they adopt and begin to roll out cards based on the Zwipe Pay ONE platform,” said Thierry Buisson, CEO of STS, speaking on the ramping up of activities.
“Our expanded partnership with STS has mitigated project risks and reduced the capital expenditure needed to enable the production of biometric payment cards. This will further strengthen our respective positions in the market and accelerate the adoption of biometric payment cards,” said André Løvestam, CEO of Zwipe.
###
About Smart Technology Services
Founded in 2013 in France, Smart Technology Services provides high level support services and card personalization solutions to card manufacturers and bureaus worldwide. The company provides services support activities for card central issuance systems and secondhand systems It also supplies the Smart Evol 1000 – a fully modular mid-range card personalization system, and the SI20 and SI700 – versatile card production systems for contact, dual interface, and biometric cards.
Please visit http://stservices.fr for further information
OSLO, NORWAY– 28 JULY 2020 – Biometric fintech company Zwipe and Liveo Research, a major supplier of PVC materials to some of the world’s largest card manufacturers, have partnered to offer a highly optimized route to efficient and scalable manufacturing of biometric payment cards. This is key in supporting the ongoing industrialization of the Zwipe Pay family of products.
Liveo Research is a global manufacturer of rigid packaging solutions focusing on pharma packaging innovations, specialty films and card solutions. With around 1,100 employees across five locations worldwide, Liveo is generating annual sales of more than 350 million euros.
“We are excited to collaborate with Zwipe, a pioneer in the field of biometric payment cards, to promote and roll out the Zwipe Pay ONE platform that will radically reduce the cost and complexity associated with card production process”, says Managing Director at Liveo Research, Mr. Pietro Parmeggiani.
Speaking on the partnership André Løvestam, CEO of Zwipe says, “This showcases how Zwipe is leveraging the payment ecosystem’s key players to enable best-in-class solutions and grow the biometric payment card segment. Liveo Research is a strong stakeholder and working together we will be able to further strengthen the value proposition to smart card manufacturers.”
###
About Liveo Research
Since 1953 Liveo Research’s Castiglione facility has been at the forefront of technological innovation in vinyl calendaring. Decades of commitment to manufacturing quality and enhanced rigid films properties has given Liveo’s card manufacturers the extra edge to easily move into new niche market with even newer technological requirement. Today, Liveo’s SICO films are sought after for high quality secure payment cards, e-government, IoT SIM/GSM, M2M, access controls cards, where they withstand daily handling while maintaining a pristine appearance and data integrity. Liveo Research SICO films are available globally with two primary manufacturing sites, Castiglione, Italy, where it all began and, Delaware City, DE, USA. To learn more, visit www.liveoresearch.com
For more information contact: cs.eu@liveo-research.com
OSLO, NORWAY – 24 July 2020 – Primary insider Diderik Schonheyder, board member at Zwipe AS, has today acquired 5,000 shares at an average price per share of SEK 13,30. Diderik Schonheyder’s shareholding after the transaction is 5,000 shares.
###
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act
OSLO, NORWAY – 24 August 2023 – Zwipe AS ("Zwipe" or "the company") today announces its results for the first half of 2023.
Significant events H1 2023
H1 2023 operational review
In May, Kuwait International Bank (KIB) announced the first commercial launch of biometric payment cards based on Zwipe Pay technology to their VISA Infinite customers in Kuwait. On the back of this launch, KIB is now considering making the biometric card more widely available to cardholders across their customer base. The announcement generated extensive interest in the region from our partners to either initiate or accelerate the launch of biometric payment card programs for other issuers. Later in May, MEPS, in partnership with Mastercard, announced the second commercial launch of BPCs from Zwipe. The MEPS announcement is significant as it will enable a wide range of regional banks to launch BPCs more rapidly.
During the first half, Zwipe also signed eight new partnerships with SCMs and perso bureaus in the APAC region. Early in the third quarter, Zwipe also signed a partnership agreement with a major Japanese SCM, a first for Zwipe in this very important market in terms of both payment transaction volume and value, and a second agreement with a partner in Taiwan. These new agreements and partnerships represent expanded geographic scope for Zwipe, and Zwipe is working closely with our partners to bring biometric payment cards to issuers in these large and dynamic new markets.
Zwipe also released the market’s first available mobile enrolment solution, including a Software Development Kit (“SDK”) with reference apps for iOS and Android available in the respective Apple and Google official app stores. Mobile enrolment solutions are deemed very important by issuers considering launches of BPCs. Zwipe also refreshed our payment scheme certifications and released Zwipe Pay version 1.1, based on the updated standards from Mastercard and Visa.
On the Zwipe Access side, Zwipe initiated several proofs of concept in our target verticals in the USA and Europe. Of particular importance was the announcement that our partner Civix is performing a PoC at Richmond International Airport in conjunction with Safe Skies Alliance. In total, more than ten PoCs are underway and progressing and approximately ten more PoCs are also already in the pipeline for the second half of this year. During the first half, we also signed multiple important go-to-market partners including industry leaders Cardlogix and OLOID and roughly doubled our number of GTM partners. In total, twelve partners have signed or are in the process of signing distribution agreements. The initiation of PoCs and signing of important GTM partners makes us confident we will see commercial deployments of the Zwipe Access solution in H2 2023.
Fundraising and restructuring
In March 2023, Zwipe successfully completed a rights issue raising approximately 100.1 mNOK in capital. While the fundraising should enable Zwipe’s transition toward commercialization, we are cognizant that market adoption of biometric cards through 2023 has been slower than anticipated, impacting not only Zwipe but also Zwipe's partners and competitors. As a consequence, we announced a restructuring of the company in June – bringing down costs substantially to reflect the current realities, but not affecting our ability to serve our customers and partners. These initiatives are expected to reduce the group’s operating costs in 2023 by approximately NOK 14 million compared to 2022 and lower the cost base by approximately NOK 35 million on an annual basis. Once executed, the improvements are expected to have full impact from the fourth quarter of 2023.
The main message from the restructuring announcement is that the development of both the Zwipe Pay and Zwipe Access products has largely been completed. In the context of R&D having been largely completed, the focus of the fundraising and the restructuring has been to accelerate Zwipe’s path towards commercialization.
H2 2022 financial review
Zwipe reported total revenues of 1.7 mNOK during H1 2023, up 113% from 0.8 mNOK in H1 2022, while total operating expenses increased by 9.0 mNOK to 57.5 mNOK in H1 2023 from 48.4 mNOK in H1 2022. The above resulted in net income for H1 2023 of -55.9 mNOK, 8.5 mNOK lower than -47.4 mNOK in H1 2022.
Total net cash flow for H1 2023, including cash flow from financing and investing activities, was 25.5 mNOK compared to -42.6 mNOK in H1 2022, as Zwipe successfully completed a rights issue raising 100.1 mNOK in gross proceeds in H1 2023. Cash flow from operations and investments, before financing and facilitation, decreased by -10.8 mNOK to -59.3 mNOK from -48.6 mNOK in H1 2022. The underlying average monthly operating cash flow in the H1 2023 was -9.9 mNOK compared to -8.1 mNOK in the same period last year. The monthly net burn rate is expected to decrease by roughly 30% in the second half of 2023 compared to the first half as a result of the June restructuring announcement.
On 30 June 2023, cash and cash equivalents were 76.0 mNOK, compared to 50.5 mNOK at end 2022 and 109.7 mNOK on 30 June 2022. The development in cash balance since year-end 2022 is mainly a result of the negative operational cash flow of 59.3 mNOK plus proceeds from the rights issue in H1 2023. Total assets stood at 98.4 mNOK and total equity as of 30 June 2023 was 85.4 mNOK, giving an equity ratio of 87%.
Going forward
Zwipe continues to make progress with its first Zwipe Pay commercial launches and multiple Zwipe Access PoCs being executed. But in the context of delayed volume ramp-up in biometric payment cards, the biometric access control market still being established, and a leaner organization, our focus will be on thoughtfully deploying funds to keep Zwipe on the path to real commercialization of our solutions.
Results presentation
CEO Robert Puskaric and CFO Danielle Glenn will present the H1 2024 results by webcast today, Thursday August 24th, at 10:00 CEST.
Webcast details
Date: 24 August 2023
Time: 10:00 CET
Format: Webcast and Q&A
Language: English
Link: https://app.webinar.net/gpBdkyWMaZP
Participants will be required to register to view the webcast and participate in the Q&A, and are strongly encouraged to submit their questions prior to the webcast on the registration page below or by sending questions to 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 24 August 2023.
###
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY – 18 August 2023 – Zwipe AS will publish its H1 2023 financial report on 24 August 2023 at 08:00 CET. On the same day at 10:00 CET, the Company will host a webcast to present the update. After the presentation, the webcast will be opened up for questions from the audience.
Participants are strongly encouraged to submit their questions prior to the webcast on the registration page below or by sending questions to ir@zwipe.com. Participants will be required to register to listen to the webcast and participate in the Q&A.
Webcast details
Date: 24 August 2023
Time: 10:00 CET
Format: Webcast and Q&A
Language: English
Link: https://app.webinar.net/gpBdkyWMaZP
###
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY and SUNNYVALE, CA – 18 JULY 2023 – OLOID Inc., a leading provider of physical identity and access technology, has selected biometric cards pioneer Zwipe as its technology partner in pursuing opportunities for biometric access cards across the many markets they serve.
OLOID is a multi-technology identity and access management endeavor with well-known investors like Dell, Honeywell, Okta and others investing in their future. OLOID intends to add Zwipe Access to its expanding global product portfolio.
With market-disrupting technology like the Zwipe Access “biometricsystem-on-card” platform, OLOID will be able to deliver a highly advanced and secure biometric card solution in conjunction with their own physical access, time clock and other IAM offerings.
According to Mohit Garg, Co-Founder and CEO of OLOID, “While the security industry has made significant advances in providing password-less technologies for cognitive workers, the login experience for frontline workers continues to be far from frictionless. Biometric access cards provide a massive opportunity to address the needs of this under served segment of users who do not work on company provided computers and smartphones but require freedom from user names and passwords related challenges to access workplace applications on kiosks and shared terminals.”
Speaking about the partnership, RobertPuskaric, President and CEO of Zwipe, says, “We are happy to partner with OLOID, a software-centric company that offers unique identity and access management solutions. We believe that our Zwipe Access biometric card is a fantastic fit for their global portfolio and a solid match for their retrofit readers.”
About OLOID
OLOID is a leading provider of physical identity and access technology committed to enabling secure and privacy-forward authentication for the modern workplace. OLOID's objective is to establish a unified identity framework that connects and manages workplace identity and access by integrating with HR, IT and various systems of records, thus enabling a unified digital identity across the organization. Headquarteredin Sunnyvale, CA, OLOID is backed by renowned investors including Dell Technology Capital, Honeywell Ventures, Okta Ventures, Unusual Ventures, Emergent Ventures, and WestWave Capital.
To kow more, visit https://www.oloid.ai/
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 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, visit www.zwipe.com
OSLO, NORWAY – 10 July 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 28 June 2023 and the notice dated 28 June 2023 of an extraordinary general meeting in the Company to be held on 10 July 2023 (the "EGM").
All the items on the agenda were addressed and approved. Attached are the minutes of the EGM. The attendants of the EGM represented 25.07% of the votes in the company.
######
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
######
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 15:00 on 10 July 2023.
For more information, please contact
Danielle Glenn
CFO and Head of IR, Zwipe AS
E-mail: ir@zwipe.com
TAIPEI, TAIWAN and OSLO, NORWAY – 04 July 2023 - Beautiful Card Corporation (BCC), a prominent Taiwanese card manufacturer with global deliveries, has been granted approval from Mastercard to deploy biometric payment cards using Zwipe Pay.
Speaking on this development, Shellen Hsu, Global VP – Sales & Business Development, BCC, says, “We are extremely delighted to obtain approval that enables the deployment of our biometric cards globally. With the growing awareness of biometric payments in the APAC region and beyond, this is crucial as we are witnessing a strong interest in our core markets to launch biometric payment cards based on the Zwipe Pay platform.”
Issuers and consumers will have access to biometric payment cards built on Zwipe Pay technology operating seamlessly across Mastercard's global network, addressing consumers’ demand for increased security and convenience through biometric authentication. Consumers will also benefit from more convenient, safe and secure ways to pay.
According to Patrice Meilland, Chief Strategy, Product and Marketing Officer, Zwipe, “This marks a significant step for BCC in the biometric payment market as issuers will have the opportunity to create differentiation, accelerate customer acquisition, uplift loyalty, and create new revenue streams. With this progress, we look forward to further strengthen our long-standing partnership with BCC and we will continue to develop together our business and technical relationship in the upcoming years.”
About BCC
With 31 years of experience in the smart card industry, BCC is a leading smart card manufacturer globally. Headquartered in Taipei, Taiwan, BCC is a Taiwanese-owned, GSMA SAS-certified, VISA, Mastercard and JCB-certified company with a global strength and local support. It is a neco-sustainable material provider that has compliance with RoHS, REACH, HF, CP65, ETSI, etc.
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& secure. We are pioneering next-generation biometric card technology for both payment and physical & logical access control and ID 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 www.zwipe.com
OSLO, NORWAY – 28 June 2023 - The Board of Directors of Zwipe AS (the "Company") call for an Extraordinary General Meeting (the "EGM") to be held on 10 July 2023 at 10:00 CEST. The EGM will be held as a digital meeting on Microsoft Teams.
Please find attached the notice of the EGM. The notice and Zwipe's Annual Report for 2022 are available on the Company's website, https://www.zwipe.com/investors.
Shareholders who wish to attend the EGM in person or by proxy or vote in advance are encouraged to register this electronically by following the link on the Company’s website https://www.zwipe.com/investors/general-meetings or via VPS Investor Services, by sending a signed version of the form attached to the notice by e-mail to genf@dnb.no, or by ordinary mail to: DNB Bank ASA, Registrars Department, Postboks 1600 Sentrum, NO-0021 Oslo. Notification of attendance, proxy or advance votes must be registered online or received by DNB Bank ASA, Registrars Department by 16:00 hours CEST on 7 July 2023.
In order to be invited to the meeting, Zwipe's administration will need to have the shareholder's email address in advance. Shareholders must after having registered their attendance also register their email address by sending an email to ir@zwipe.com prior to 16:00 hours CEST on 7 July 2023.
The Board of Directors (the "Board") has proposed the following agenda:
Proposed decisions from the Board:
Matter no. 4: Election of a new member to the Board
The Company's nomination committee (the "Nomination Committee") has proposed that the Board is supplemented by Robert Jansson. Subject to the EGM's approval, the Board for the period from the EGM and until the Company's annual general meeting in 2025 will comprise:
A mini-CV for Robert Jansson has been included as an attachment to the notice.
Matter no 5: Remuneration to the new member of the Board
The Nomination Committee proposes that Robert Jansson receives a remuneration of NOK 130,000 for the period until the Company's annual general meeting in 2024.
Matter no. 6: Approval that the Board may make amendments to the Company's RSU incentive program
On 11 May 2023, the Company's annual general meeting (the "AGM") adopted a resolution on a new incentive scheme directed towards the Company's leading employees and other key personnel in the form of so-called restricted share units (hereinafter the "RSU plan" and "RSUs"). The main rationale behind the RSU plan is to create long-term ownership, being expected to stimulate an increased interest in the business and performance development.
In the notice to the AGM, it was stated that the vesting period for the RSUs will be four years from grant. Following the AGM, the Board has however further assessed the various aspects of the RSU plan as previously presented, hereunder the terms of vesting. In this regard, the Board on 28 June 2023, assessed it as beneficial to amend the conditions of the vesting schedule under the RSU plan. The Board has therefore resolved that the current arrangement with 100% vesting at the expiry of the four-year period is replaced with an annual vesting schedule, with 1/3 vesting at the end of the 2nd, 3rd and 4th year from grant, meaning no vesting after the 1st year. It is assumed that the EGM should approve such change.
The Board has not at this point in time found reason to make any other amendments to the RSU plan or its scope but has proposed that the EGM grants a general authorization to the Board to make changes to the RSU plan, however not including changes of terms with a direct impact on the maximum dilution potentially caused by the RSU plan such as the maximum number of RSUs under the plan and that one vested RSU gives the right to acquire one share in the Company.
########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 12.00 CEST on 28 June 2023.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR: ir@zwipe.com
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit https://www.zwipe.com/.
OSLO, NORWAY – 21 June 2023 – Zwipe AS today announces a streamlining to accelerate its path toward profitability in the medium term. Excluding one-off fundraising costs incurred in 2023, these initiatives are expected to reduce the group’s operating costs in 2023 by approximately NOK 14 million compared to 2022 and lower the cost base by approximately NOK 35 million on an annual basis. The initiatives will commence immediately, and planned improvements are expected to have full impact from the fourth quarter of 2023. 15 employees will leave the company as a consequence.
Following decisions taken at the end of the first quarter to freeze new hiring and reduce planned expenditures in 2023, the company has now completed an internal review aiming to optimize global operations and reduce overall costs. In this effort to ensure long-term, sustainable growth, Zwipe has identified cost-saving initiatives including reductions of staff, lessening of R&D-related activities, restructuring of offices and subsidiaries, reduced external marketing activities, and general reductions in other operating expenditures.
As previously communicated, the development of both the Zwipe Pay and Zwipe Access products has largely been completed. Zwipe Pay has been fully certified by both Visa and Mastercard, mobile enrollment solutions have been finalized, and Zwipe Pay is fully ready for commercial deployment. Similarly, Zwipe Access has now been validated for integration into the HID and Legic access control systems and the product is ready for commercial deployment. As the company’s focus naturally shifts from R&D to commercialization, less development and technical support resources are needed.
On the commercial side for Zwipe Pay, while broader market adoption of biometric payment cards has been slower than we and others in the industry anticipated, Zwipe continues to believe that the market is very close to an inflection point. Zwipe has achieved several significant milestones recently with the first bank issuers announcing commercial launches, and we anticipate this will accelerate in the second half of 2023. Zwipe Access has very strong momentum with several proofs of concept recently having been launched and substantially more in the pipeline. As a consequence of this streamlining, resources within the company will thus be allocated more towards commercialization efforts: executing more Zwipe Pay pilots and initial launches, getting more signed SCMs mass production ready, signing more distribution partners for Zwipe Access, and executing integrations of Zwipe Access with end customers.
Owing to the already completed development efforts carried out for Zwipe Pay and Zwipe Access, this streamlining plan is not expected to affect Zwipe’s ability to serve its customers and partners. The company remains committed to a best-in-class customer experience and providing value-added services and expertise across the payment card and access control value chains.
"This streamlining plan allows us to focus on our commercial objectives for both Zwipe Pay and Zwipe Access while also reducing our overhead costs, ensuring that we are organized in an efficient and agile manner, giving us more financial flexibility, and positioning the company for profitable growth. While it is very difficult to let some of our valued and highly regarded employees go, we believe this decision is necessary as we position ourselves for sustainable growth in the medium and long term" says Robert Puskaric, CEO of Zwipe AS.
###
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 21 June 2023.
###
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
###
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY AND AMMAN, JORDAN – 20 June 2023 – Middle East Payment Services (MEPS) announces the commercial launch of biometric payment cards based on the Zwipe Pay solution, using Mastercard’s Biometric Card technology.
MEPS is a leading regional player in card issuance, payment processing and merchant acquiring services in the Middle East and North Africa (MENA) and a principal member of major international issuing and acquiring schemes.
As a result of a deep collaboration, Zwipe and MEPS have tested and successfully piloted the new cards based on the Zwipe Pay platform for biometric payment cards, and approved by Mastercard. These pilots, conducted over the last months, led to this major milestone, making it possible for several banks and issuers to launch the cards swiftly.
According to Ali Jabbar, CEO at MEPS, “MEPS is ready to provide banks and issuers in Jordan and the region with the first worldwide Mastercard Zwipe biometric card, a testament to the innovation we continuously strive to bring to our region.”
Speaking on this partnership, Cynthia El Khoury, Country Business Development Lead, Levant and Iraq at Mastercard, said, “Mastercard has long pioneered biometrics as a secure way to verify identity. We are delighted to leverage our advanced Biometric Card technology to help MEPS and Zwipe maintain the highest levels of security and privacy with the aim of protecting consumers in the region and enhancing their peace of mind.”
Ramzi Saboury, General Manager for the Middle East and Africa Region at Zwipe, said: “This milestone achieved by MEPS is a breakthrough in the biometric cards arena, paving the way for many banks to launch Zwipe Pay-based cards. We are proud and honored that the latest generation of biometric cards based on Zwipe’s solution is commercially launching in Jordan in collaboration with Mastercard, taking the lead globally with this initiative.”
###
About MEPS
Middle East Payment Services (MEPS), founded in 2009, is a Principal Issuer and Acquirer of Visa, MasterCard, and UnionPay, with presence in Jordan, Iraq, and Palestine. The company offers financial institutions, merchants, and corporations, a complete range of secure payment solutions in card issuance / hosting, payment processing, alternative payments, ecommerce acquiring, point-of-sale (POS) acquiring, ATM driving and management, and customized value-added services adhering to PCI Data Security Standards (PCI DSS). MEPS is owned by 10 Jordanian and regional banks.
About Mastercard (NYSE: MA)
Mastercard is a global technology company in the payments industry. Our mission is to connect and power an inclusive, digital economy that benefits everyone, everywhere by making transactions safe, simple, smart, and accessible. Using secure data and networks, partnerships and passion, our innovations and solutions help individuals, financial institutions, governments, and businesses realize their greatest potential. Our decency quotient, or DQ, drives our culture and everything we do inside and outside of our company. With connections across more than 210 countries and territories, we are building a sustainable world that unlocks priceless possibilities for all.
To know more, click here: www.mastercard.com
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit www.zwipe.com
OSLO, NORWAY and KUWAIT CITY, KUWAIT – 23 May 2023 – Kuwait International Bank (KIB) takes the lead worldwide as the first commercial launch of biometric payment cards based on Zwipe’s platform. This innovative card will be offered to the elite VIP clients of the bank under the Visa Infinite Black product.
KIB is a public quoted bank operating since 1973 with around 20 branches across the country. The bank is amongst the fastest growing in Kuwait and always striving to make available for its clients the innovative financial solutions that best serve their needs.
As part of this collaboration, Zwipe will deliver its Zwipe Pay solution for biometric payment cards, approved by VISA. This is the result of many years of developments and pilots conducted across several geographies in the past years. The cards will be produced by Inkript, one of the partners of Zwipe in the region.
According to Deema Al Mulaifi, Assistant General Manager of Operations at KIB, “KIB prides itself as a progressive Islamic bank that continues to offer its customers a unique banking experience enhanced by additional convenience and security. We are pleased to announce that our Black Banking segment customers can now enjoy innovative technology through the new biometric card, which is designed to provide convenience and ease of access with a high level of security against fraud attempts. The ability to continue delivering on-demand, tailored and innovative products and services to our customers is a unique mark that distinguishes KIB from others.”
“The Biometric Card feature has the potential to provide our customers with a new method that adds value to their lifestyle as they can request the Visa Infinite card and activate the fingerprint to make POS transactions with great ease. In addition to this secure and simple payment solution, which is in line with the Bank’s new authentication system, the Bank’s Black Banking segment customers enjoy a range of other premium banking benefits and exclusive rewards,” added Al Mulaifi.
Speaking on this partnership, Shashank Singh, Vice President and General Manager for Kuwait and Qatar at VISA said, “Visa is committed to developing and investing in emerging capabilities such as biometrics for the benefit of consumers. That’s why we’re delighted to partner with Kuwait International Bank and Zwipe in bringing this innovative biometric card to consumers in Kuwait who can now enjoy a seamless, secure payment experience.”
Ramzi Saboury, General Manager for the MEA Region at Zwipe said, “We are proud and hounored that the latest generation of biometric cards based on Zwipe’s solution is commercially launched in Kuwait by KIB, taking the lead globally with this initiative. We appreciate the trust in Zwipe Pay that KIB has demonstrated by reaching this milestone. Visa also has been a key player and partner all the way, until the launch today. Zwipe Pay is providing best user experience from enrolment to payment, ensuring high level of security while protecting biometric data privacy.”
###
About KIB
Incorporated in 1973 and originally known as Kuwait Real Estate Bank, KIB made the transition to its current Islamic operating model in 2007. In 2018, KIB embarked on a new phase of its journey full of innovation and development. As part of its new strategic direction, the bank focuses on offering a next-level customer experience under the slogan: “Bank for Life”. Through a network of branches spread across the State of Kuwait, KIB offers a broad range of banking products and services, as well as innovative digital banking solutions in line with international best standards.
About Visa
Visa (NYSE: V) is a world leader in digital payments, facilitating transactions between consumers, merchants, financial institutions and government entities across more than 200 countries and territories. Our mission is to connect the world through the most innovative, convenient, reliable and secure payments network, enabling individuals, businesses and economies to thrive. We believe that economies that include everyone everywhere, uplift everyone everywhere and see access as foundational to the future of money movement.
To learn more, visit visamiddleeast.com/blog and follow @VisaCEMEA
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
