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.
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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.
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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.”
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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.
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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.”
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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.
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This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act
OSLO, NORWAY and CORPS, FRANCE – 21 November 2024 – OSE, one of France’s well known PCB assembly services provider, has chosen Zwipe to deploy Zwipe Access biometric access cards across their operations. This collaboration marks a significant milestone in delivering enhanced security to high-security environments.
OSE, headquartered in Corps, France, is known for its expertise in electronic board prototyping, testing, and lean manufacturing practices that emphasize quality and reliability. With a strong focus on innovative and flexible solutions, OSE has consistently positioned itself as a leader in the industry.
Caroline Guerin, OSE General Manager, commented on the partnership, saying, “Our commitment to protect our customers’ intellectual property aligns perfectly with Zwipe’s advanced biometric technology. The deployment of Zwipe Access cards on our premises allows us to provide a solution that ensures seamless integration and robust security for high-security environments.”
Zwipe Access cards offer a high level of security by conducting all fingerprint capture, extraction, and matching directly on the card. This ensures that sensitive biometric data never leaves the card, thereby providing optimal data privacy and security for users.
According to Robert Puskaric, President and CEO of Zwipe, “Innovation in security is paramount, especially in today’s fast-evolving landscape. With OSE as our partner, we are proud to support the deployment of Zwipe Access cards in France, reinforcing our commitment to delivering an additional layer of security in critical environments.”
About OSE
The company OSE, located in Corps en Isère (France), specializes in electronic boards from prototypes, pre-series and series industrializations to end and finished product. Its corporate culture promotes the development of the know-how of its employees in order to achieve a common objective: customer satisfaction. Our company has more than 130 employees, it is located in a 3000 m² building and controls all manufacturing processes (from the simplest to the most complex
To know more, visit www.ose.fr
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 – 19 NOVEMBER 2024 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") earlier on 7 November 2024, regarding a contemplated rights issue in the Company, raising gross proceeds of approximately NOK 40 million (the "Rights Issue"). In relation thereto, the Board of Directors of Zwipe (the "Board") calls for an Extraordinary General Meeting (the "EGM") to be held on 3 December 2024 at 10:00 (CET). The general meeting will be held as a virtual meeting on Microsoft Teams.
Please find attached the notice to the EGM. The notice is also available on the Company's website, https://zwipe.com/investors.
The deadline for registration of attendance, proxies and advance voting for direct shareholders is 2 December 2024 at 16:00 hours (CET). Holders of nominee registered shares must register attendance, proxies and advance voting no later than within 29 November 2024 at 16:00 hours (CET). Shareholders are encouraged to register their notice of attendance and proxies via the link found here: https://zwipe.com/investors/general-meetings.
Alternatively, the attached notice of attendance and proxy forms may be sent by e-mail to genf@dnb.no, or by regular post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
Shareholders who have not registered participation digitally, must also send an e-mail to ir@zwipe.com and will, thereafter, receive a link to the Teams meeting for the General Meeting.
The Board has proposed the following agenda:
1. Opening of the general meeting (non-voting)
2. Registration of attending shareholders and proxies (non-voting)
3. Election of Chair of the meeting and one person to co-sign the minutes.
4. Approval of the notice and the agenda
5. Rights issue
6. Board authorization to issue convertible loan
7. Issue of Warrants
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com
OSLO, NORWAY – 7 NOVEMBER 2024 - The board of directors (the "Board") of Zwipe AS ("Zwipe" or the "Company") has today, on 7 November 2024, resolved to propose that the Company carries out a new issue of units, consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 39.7 million (the "Rights Issue"). The Rights Issue requires approval by the extraordinary general meeting of the Company expected to be held on 3 December 2024 (the "EGM") to be implemented. The notice of the EGM will be published in a separate press release.
Background and reason for the Rights Issue
Zwipe is a Norwegian biometric authentication technology company established in 2009, focused on developing and commercializing secure, fast, and easy-to-use biometric authentication solutions with broad applications across key verticals such as payments and access control.
Since the beginning of 2024, Zwipe has focused exclusively on Zwipe Access and continues to make considerable progress building their network of sales partners and establishing Zwipe as one of the leading solutions for biometric access control. Several major enterprises are currently evaluating Zwipes access control cards for potential deployment to enhance general security in their facilities and offices.
The Rights Issue is carried out in order to strengthen the Company's financial
position and to accelerate the commercialization of Zwipe’s biometric cards within access control. Zwipe has made substantial progress within the access control market, which the Company anticipates will translate to meaningful commercial traction and revenue in the coming quarters. With the company operating in a very cost-efficient manner, proceeds from the rights issue alongside available cash and possible additional cost saving measures are expected to support the Company throughout 2025 and in its transition to a phase of sustainable, long-term commercial success.
Key terms of the Rights Issue
The Board has today resolved to propose that the EGM resolves 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.
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.
Subscription of Units with or without preferential rights shall take place during the period beginning on 6 December 2024 and ending on 20 December 2024. Subscription Rights that are not exercised during the subscription period become invalid and lose their value. Trading in Subscription Rights takes place on Nasdaq First North Growth Market and Euronext Growth Oslo during the period beginning on 6 December 2024 and ending on 16 December 2024.
Pursuant to Section 10-4 of the Norwegian Private Limited Companies Act, the shareholders of the Company at the day of the EGM (as registered in the Company's shareholder register in VPS two trading days thereafter (the "EGM Record Date")), and who are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action, will be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of the EGM Record Date (the "Existing Shareholding"), and will receive Subscription Rights proportionate to their Existing Shareholding. The Company expects to apply for admission to trading of the Subscription Rights on Euronext Growth Oslo and Nasdaq First North Growth Market Stockholm.
Units will be allocated in the Rights Issue in accordance with the following criteria:
a) Allocation of Units shall be made according to granted or acquired transferable subscription rights which have been validly exercised during the subscription period.
b) Units not allocated pursuant to a) above, will be allocated to subscribers who have exercised their transferable subscription rights and oversubscribed. These subscribers will be allocated additional Units based on the amount of transferable subscription rights exercised by each subscriber. To the extent that pro rata allocation is not possible, the Company will determine the allocation by drawing lots.
One (1) Warrant entitles, during the period beginning on 3 March 2025 and ending on 14 March 2025, to subscription of one (1) new share in Zwipe at an exercise price of NOK 0.10.
There will from and including 7 November 2024 temporarily be imposed a block for repositioning of trading in the shares in the Company between Euronext Securities Oslo (VPS) and Euroclear Sweden AB until and including the Record Date. Full terms and conditions for the Rights Issue as well as other information about the Company will be described in the EU Growth Prospectus, which is expected to be published on or around 5 December 2024.
Robert Puskaric, CEO of Zwipe comments:
"Zwipe continues to see strong interest in bringing biometric access control cards to market globally. We feel confident that a number of the engagements and opportunities our partners are working with us on will result in commercial and operational deployments in a very short timeframe. The proceeds from the Rights Issue will give us more financial flexibility and enable us to execute on our commercial objectives for Zwipe Access. We are operating in an efficient and agile manner and proceeds from the Rights Issue should support us in achieving significant commercial traction and positioning the company for sustainable, profitable growth."
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 893,730,009.6.
Extraordinary general meeting
The Rights Issue requires the approval by the EGM expected to be held on [3 December] 2024 to be implemented. The notice of the EGM will be published in a separate press release.
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 WETZIKON, SWITZERLAND – 14th October 2024 – As part of the official launch of LEGIC neon on card Zwipe and LEGIC Identsystems are excited to announce the introduction of biometric cardholder verification on Zwipe Access for LEGIC-based access control systems. This enhancement, now available commercially, integrates Zwipe’s industry-leading biometric technology into the latest version of LEGIC’s neon application.
With LEGIC neon on card, organizations can now deploy smartcard-based access solutions that incorporate fingerprint authentication. This new feature ensures that Zwipe Access releases credentials only after successful on-card fingerprint verification, adding an extra layer of security while maintaining a seamless experience for users.
For end users, the process is simple and secure: by placing a finger on the card’s built-in sensor, the cardholder can easily unlock the credentials needed to gain access via an NFC reader. This eliminates the need for PINs or passwords, streamlining access control without compromising safety.
"We are delighted to bring multi-factor authentication to LEGIC neon-based cards," said Christoph Beckenbauer, General Manager at LEGIC Identsystems. “This product seamlessly extends biometric verification to smartcards, which was previously only available with LEGIC neon for smartphones.”
"LEGIC neon is a uniquely secure and flexible technology." Robert Puskaric, President and CEO of Zwipe, added, "We are proud that LEGIC has chosen to partner with us, leveraging our Zwipe Access platform to enhance the security of their application."
For over 30 years, Swiss-based LEGIC Identsystems has enabled companies from around the world to deploy solutions with demanding security requirements. Based on key management, trusted services and secure, contactless semiconductors, the LEGIC Security Platform provides end-to-end security for smartphone- and smartcard-based access, mobility, shared resource and industrial IoT applications.
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.
For more information, visit: www.zwipe.com
OSLO, NORWAY – 07-Oct-2024 – One of the prominent global leaders in the pharmaceutical industry is currently testing Zwipe Access biometric cards, in collaboration with a trusted partner, with a view to potentially deploy these innovative cards in its operations.
Zwipe AS, a pioneer in biometric technology, offers Zwipe Access cards equipped with an advanced fingerprint sensor. This technology captures the cardholder’s fingerprint securely, delivering the highest level of security and privacy available in biometric systems. By ensuring that the biometric data never leaves the card, Zwipe Access provides an unparalleled safeguard against data breaches.
The global pharmaceutical company involved in this testing is dedicated to reimagining medicine, improving, and extending lives. With the deployment of Zwipe Access cards, the company aims to enhance security across its processes and operations.
Robert Puskaric, President and CEO of Zwipe, shared his thoughts on the potential deployment and said, “Securing individual identities is critical in today’s landscape of cyber and security threats. Biometric authentication offers a highly secure, reliable method for identity verification. Since biometric characteristics are unique to each person, Zwipe Access Cards prevents the risk of unauthorized access, all while providing a seamless and intuitive user experience."
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work passionately across networks of international organizations, industries, and cultures to make convenience safe and secure. We pioneer next-generation biometric card technology for payment, physical and logical access control, as well as identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, please visit http://www.zwipe.com/
OSLO, NORWAY – 30-Sept – 2024 – Zwipe, a global pioneer and leader in biometric technology for access control, identification, and payment solutions, announces that one of the world’s top digital music streaming service providers is currently testing Zwipe’s biometric access cards. This evaluation is part of a potential deployment of Zwipe’s technology across the company.
Zwipe is listed on the stock exchanges of Oslo and Stockholm and specializes in secure, biometric authentication technology for access control, identification, and payment solutions.
The global music streaming company aims at increasing security on its premises by evaluating and potentially adopting Zwipe Access cards. These biometric cards offer enhanced protection by ensuring that sensitive credentials are kept secure and can only be activated by the legitimate cardholder.
Zwipe Access is a card-based fingerprint dual-authentication solution designed for access control, fast and easy to deploy. With fingerprint capture, extraction, and comparison taking place entirely on the card itself, the biometric data never leaves the card. This provides heightened data privacy and security for users, significantly reducing the risk of security breaches, whether in the physical or digital world.
Robert Puskaric, President and CEO of Zwipe, commented on the potential partnership, stating: “Security and privacy concerns are growing everywhere. 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
OSLO, NORWAY – 25-September – 2024 – A leading U.S.-based social media and IT company is currently testing Zwipe Access biometric cards via their strategic technology partner, mandated to assess and implement technology globally, considering the possible deployment of this cutting-edge solution across its facilities.
Zwipe AS, a widely recognized pioneer in biometric technology, has supplied these cards as part of a collaborative effort to enhance customer’s sites security.
Zwipe is listed on the stock exchanges of Oslo and Stockholm and specializes in secure, biometric authentication technology for access control, identification, and payment solutions.
The global technology giant aims at further strengthening its security protocols by evaluating and potentially adopting Zwipe Access cards. These biometric cards offer enhanced protection by ensuring that sensitive credentials are kept secure and can only be activated by the legitimate cardholder.
Zwipe Access is a card-based fingerprint dual-authentication solution designed for access control. With fingerprint capture, extraction, and comparison taking place entirely on the card itself, the biometric data never leaves the card. This provides heightened data privacy and security for users, significantly reducing the risk of security breaches, whether in the physical or digital world.
Speaking on this potential deployment, Robert Puskaric, President and CEO of Zwipe, said, “In today’s digital age, secured identity and authentication are more important than ever. We are immensely proud for a potential partnership with such a prominent global leader in the tech industry. The Zwipe Access biometric card offers an excellent solution for enhancing security through two-factor authentication, all without requiring lengthy and costly hardware upgrades, thus providing both increased protection and significant savings in capital expenditure.”
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/
Significant events H1 2024
Focusing on identity and access management, Seriline, a Sweden-based company, has signed a distribution agreement with Zwipe that pioneers next generation biometric cards for physical & logical access control and identification solutions.
Plasticard - ZFT, one of the leading manufacturers for plastic cards, smart cards and ID media has partnered with Zwipe to distribute biometric access cards for Zwipe in Germany, Austria and Switzerland.
Ermes srl, one of the leaders in providing solutions for the identification and security of people, has signed a distribution agreement with Zwipe, a pioneer and world leader in the development of biometric technology on cards for identification and access control.
Zwipe announced the appointment of PCB & Security Europe S.L., headquartered in Barcelona, Spain, as its official distributor for Spain and Portugal. This strategic partnership expands Zwipe’s reach across Europe and positions the company to capitalize on the growing demand for secure and convenient biometric access solutions in the Iberian Peninsula.
Zwipe 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.
Tadera and Zwipe announce that the Zwipe Access Biometric Smart Card System has completed operational test and evaluation by National Safe Skies Alliance, Inc. (Safe Skies) at Richmond International Airport (RIC). The report concludes that the Zwipe access card is a highly secure and user-friendly solution that meets the needs of the airport.
In January, Zwipe announced 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.
Significant events after the period
ZKTeco, a globally recognized leader in access control solutions, is proud to announce a partnership with Zwipe, a leader in biometric technology for cards used in identification, access control, and payment. Together, they aim to deliver cutting-edge, high-security access solutions in Europe.
Zwipe the market leader in Biometric Smart Card technology for biometric access card technology, has entered into a strategic partnership with ABC Security Access Systems, a prominent integrator specializing in physical security solutions. This collaboration aims to introduce Zwipe’s state-of-theart biometric smart card technology solutions to customers across the Canadian marketplace, focusing on key sectors such as retail, government, commercial and institutional.
Zwipe, the global leader in biometric payment and access cards, and AXYS, a specialist in integrating access control, video surveillance, intrusion detection, and other security technology solutions announce a strategic partnership. This collaboration aims to deliver the groundbreaking “biometric smartcard” technology solution to AXYS’s global customer base.
Message from the CEO
During the first half of the year, we have, alongside the execution of the restructuring program, focused on implementing the new strategy focusing on the access control market. We intensified our efforts to establish and develop strategic partnerships in our targeted regions that enhance our reach and credibility within the industry with good traction and response. Collaborations and the establishment of go-to-market partnerships with key players in the security and technology sectors are increasing both our market presence and growth potential and we have expanded our network of distributors and resellers, as well as system integrators and installation companies in all geographies.
In France, during the first quarter, we signed a distribution agreement with SCAP, a major distributor giving us access to many local system integrators and installers, and a large pool of potential French end user enterprises.
During the second quarter we have started to see our intense work paying off as we have been able to sign additional collaborations with, among others, Seriline, Plasticard and Ermes. Lately we also communicated agreements with AXYS, ABC Security Access Systems, ZKTeco Europe. Many of these partners operate and have strong foothold in multiple countries and regions giving us an even wider reach.
Today we have more than 60 distributors and system integration partners throughout North America and European counties we have selected to focus on. It also means we have continued to increase the number of distributed starter packs/ demo kits during the second quarter of the year, so our partners can approach an increased number of end user enterprises.
As we have stated before, we are primarily targeting three verticals. For the Airport, Power Plants and Data Centers we have developed specific value propositions that we are getting good response and traction on. The fourth area we are approaching is more generic in terms of government agencies, major tech companies and multinational enterprises in various sectors and verticals.
Three of our partners in North America are specialized in providing security solutions to data centers. This has so far resulted in that we are engaged in a tender process with a leading internet search company and that we have commenced testing for a top social network and software company. Biometric access cards and our solution have also been adopted by architects and solution providers in future tenders when building new data centers.
On the power plant vertical we have passed product tests and are under evaluation by a major nuclear plant in North America. We also under evaluation by a major energy company in the USA.
Unfortunately, the airport vertical has not yet shown the development we had expected given the positive outcome of the report by National Safe Skies Alliance, Inc. We have two major partners in this vertical that are currently in dialogue with more than 10 airports in the USA. It is our assessment that more time is needed as decision processes in these potential deals take longer time than expected.
In total we together with our partners now have around 55 ongoing unique end user enterprise engagements. Not to say that every enterprise will ever implement biometric access cards for all their employees, but our current 55 engagements have an average of +40.000 employees per engagement, so the potential is huge.
We are obviously disappointed that we and our partners have not been able to enter into material commercial deployments and generate revenue during the first half of this year. At the same time, we are very pleased with the development in building our partner network in the first half year and the response we are getting from our engagements. That said, we are convinced that the work we have been doing will pay off in the near future.
Financial review
Profit and loss Zwipe reported total revenues of NOK 0.6 million during the first half of 2024, lower than the NOK 1.7 million reported in the first half of 2023. Net sales equalled NOK 0.1 million during the first half of 2024, and consisted to 100 percent of Zwipe access, compared to NOK 0.05 million during the first half of 2023.
Total operating expenses totaled NOK 29.4 million in the first half of 2024, down NOK 28.1 million compared to the first half of 2023. Personnel expenses were down to NOK 13.6 million compared to NOK 28.3 million in the first half of 2023, as headcount has decreased in line with the restructuring plans presented in June 2023 as well as in January 2024. Other operating expenses of NOK 14.6 million in the first half of 2024 were also significantly lower when compared to NOK 26.9 million in the first half of 2023, driven mainly by lower development, certification, marketing and travel costs. Depreciation, amortization and impairment amounted to NOK 0.7 million in the first half of 2024 versus NOK 1.0 million during the first half of 2023.
The above resulted in net income for the first half of 2024 of NOK -30.0 million, substantially better than NOK -56.1 million reported in the first half of 2023.
Cash flow During the first half of 2024, cash flow from operations and investments, before financing and facilitation, was NOK -40.9 million from NOK -59.3 million in the first half of 2023, an improvement with NOK 18.4 million.
Cashflow from financing activities equalled NOK 24.1 million and represents the remaining cash outstanding from the fundraising in the fourth quarter of 2023.
Total net cash flow for the first half of 2024, including cash flow from financing and investing activities, was NOK -17.0 million compared to NOK 25.4 million in the first half of 2023, as Zwipe completed a rights issue raising NOK 100.1 million in gross proceeds in the first half of 2023. Investments, liquidity, and financial position On 30 June 2024, cash and cash equivalents were NOK 25.2 million, compared to NOK 76.0 million on 30 June 2023.
As of 30 June 2024, production equipment, machinery, and fixtures were valued at NOK 3.7 million, and made up all long-term assets. Including cash of NOK 25.2 million, inventories of NOK 23.5 million, and receivables of NOK 1.2 million, current assets stood at NOK 49.9 million giving total assets of NOK 53.7 million.
Total equity as of 30 June 2024 amounted to NOK 30.7 million. Liabilities totaled NOK 22.9 million, comprising solely short-term liabilities. Consequently, the equity ratio stood at 57%.
This disclosure contains information that Zwipe AS is obliged to make public pursuant to the Swedish Securities Markets Act (2007:528). The information was submitted for publication, through the agency of the contact person, on 22-08-2024 08:00 CET.
Zwipe AS will publish its H1 2024 financial report on 22 August 2024 at 08.00 CET. On the same day at 14.00 CET, the company will host a webcast to present the report. After the presentation, the webcast will be opened up for 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 August, 14.00 CET
Format: webcast and Q&A
Language: English
Link:
https://app.webinar.net/DgvB0X80NM3
For more information contact:
