NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IN WHOLE OR IN PART WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN ZWIPE AS. SEE THE "IMPORTANT INFORMATION" SECTION BELOW.
OSLO, NORWAY - 24 NOVEMBER 2023 - Zwipe AS (“Zwipe” or the “Company”) announces that the prospectus relating to the Company’s rights issue of units consisting of shares and warrants (the “Rights Issue”) has been approved and registered by the Swedish Financial Supervisory Authority and is available on the Company’s website www.zwipe.com and will also be available on the Swedish Financial Supervisory Authority’s website, www.fi.se.
The prospectus can be ordered from Zwipe by e-mail: ir@zwipe.com subject to certain legal restrictions. The prospectus is available on the Company’s website, https://www.zwipe.com/investors/reports, and will also be available on the Swedish Financial Supervisory Authority’s website, http://www.fi.se.
Timetable for the Rights Issue
Advisors
Hagberg & Aneborn Fondkommission is the financial advisor and Advokatfirman Schjødt is the legal advisor to Zwipe in connection with the Rights Issue.
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This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 13.00 CET on 24 November 2023.
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For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
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Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
Issuer name: Zwipe AS
Ex. date: 23 November 2023
Type of corporate action: Rights issue
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer
future. We work with great passion across networks of international
organizations, industries and cultures to make convenience safe and secure. We
are pioneering next-generation biometric card and wearables technology for
payment and physical & logical access control and identification solutions. We
promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and
services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
This is information that Zwipe AS is obligated to make public pursuant to the
continuing obligations of companies admitted to trading on Euronext Growth Oslo.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY – 22 November 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 8 November 2023 and the notice dated 8 November 2023 of an extraordinary general meeting in the Company to be held on 22 November 2023 (the "EGM").
All the items on the agenda were addressed and approved. Attached are the minutes of the EGM. The attendants of the EGM represented 33.26% of the votes in the company.
######
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 12:00 on 22 November 2023.
######
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
######
For more information, please contact
Danielle Glenn
CFO and Head of IR, Zwipe AS
E-mail: ir@zwipe.com
OSLO, NORWAY – 8 NOVEMBER 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") earlier on 8 November 2023, regarding a contemplated rights issue in the Company, raising gross proceeds of approximately NOK 35 million (the "Rights Issue”). In relation thereto, the Board of Directors of Zwipe (the "Board") calls for an Extraordinary General Meeting (the "EGM") to be held on 22 November 2023 at 10:00 (CET). The general meeting will be held as a virtual meeting on Microsoft Teams.
Please find attached the notice to the EGM. The notice is also available on the Company's website, https://zwipe.com/investors.
The deadline for registration of attendance, proxies and advance voting for direct shareholders is 21 November 2023 at 16:00 hours (CET). Holders of nominee registered shares must register attendance, proxies and advance voting no later than within 20 November 2023 at 16:00 hours (CET). Shareholders are encouraged to register their notice of attendance and proxies via the link found here: https://zwipe.com/investors/general-meetings
Alternatively, the attached notice of attendance and proxy forms may be sent by e-mail to genf@dnb.no, or by regular post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
In order to receive the link to the Microsoft Teams meeting, Zwipe's administration will need to have the shareholder's or proxy holder's e-mail address in advance. Thus, shareholders must after having registered their attendance also register their or its proxy's e-mail address by sending an email to ir@zwipe.com.
The Board has proposed the following agenda:
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 15:00 CET on 8 November 2023.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 8 November 2023, in which the Company announced that its board of directors has resolved to propose that the Company carries out a new issue of units, each consisting of one share and one warrant, with preferential rights for existing shareholders amounting to approximately NOK 35 million (the "Rights Issue").
Date on which the terms and conditions of the rights issue were announced: 8 November 2023
Ex-date: 23 November 2023
Date of approval: 22 November 2023
Record Date: 24 November 2023
Maximum number of new shares: 58,413,732
Maximum number of new warrants: 58,413,732
Subscription price per share: 0.60 per share
Ratio preferential rights: One right per share held in the Company
Subscription ratio: One right entitles the holder to subscribe for one share and one warrant
Manager and bookrunner: Hagberg & Aneborn Fondkommission AB
Settlement agent: DNB Bank ASA
Will the rights be listed: The Company will apply for listing of the rights on Euronext Growth and Nasdaq First Growth Market
ISIN for the rights: To be announced when assigned
Other information:
The Rights Issue is structured in a manner where each right gives the holder the right to subscribe for one share and one warrant (Norwegian: frittstående tegningsrett), with a combined subscription price of NOK 0.60, representing a subscription price per share of NOK 0.60 and no consideration for the warrant. Each warrant holder may exercise all or some of its warrants in the period beginning on 2 December 2024 and ending on 13 December 2024. Two warrants give the right to require issue of one ordinary share. Exercise shall be carried out by written notice, which shall be received by the Company within the abovementioned exercise period. The subscription price upon exercise of the warrants shall for subscription of one share in the Company be 70% of the ten-day VWAP (Volume Weighted Average Price) Company's shares on Euronext Growth Oslo the last ten (10) trading days prior to commencement of the Exercise Period, but never lower than NOK 0.10 per share and never higher than 1.20 per share.
Out of the maximum number of new shares to be issued in the rights issue, a maximum of 14,367,509 new shares will be issued to the part of the shareholder based which trades shares in Norway through Euronext Securities Oslo (VPS) (the "Norwegian Offering"), and a maximum of 44,046,223 new shares will be issued to the part of the shareholder based which trades shares in Sweden through Euroclear Sweden AB (the "Swedish Offering"). The split is based on the relationship between the trade in the two countries as per the end of 7 November 2023, and there will from and including 7 November 2023 temporarily be imposed a block for repositioning of trading in the shares in the Company between the two systems until and including the record date in the Rights Issue.
In the Swedish Offering, the subscription price of NOK 0.60 shall be settled in SEK, and will be fixed at SEK 0.59, based on the European Central Bank's published exchange rate on 7 November 2023. According to the Norwegian Private Limited Liability Companies Act (the "NPLCA") regulations, settlements in a currency other than NOK are considered as an in-kind contribution, and the Board has in this respect prepared a statement in accordance with the NPLCA Section 2-6, cf. Section 10-2, which will be confirmed by the Company's auditor, BDO AS. The Board's statement with the auditor's confirmation, will be made available at the Company's website: www.zwipe.com.
This information is published in accordance with the requirements of the continuing obligations for issuers listed on Euronext Growth.
For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
IMPORTANT NOTICE
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
OSLO, NORWAY – 8 NOVEMBER 2023 - The board of directors (the "Board") of Zwipe AS ("Zwipe" or the "Company") has today, 7 November 2023, resolved to propose that the Company carries out a new issue of units, consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35.0 million (the "Rights Issue"). Approximately NOK 24.5 million of the Rights Issue is guaranteed through subscription commitments and so-called bottom guarantee commitments. Furthermore, the Company has received a so-called top guarantee commitment of an amount corresponding to approximately NOK 10.5 million. In the event that the top guarantor needs to fulfill its top guarantee commitment, the subscription amount shall be paid to the Company by the top guarantor subscribing for a convertible loan in the Company (the "Convertible Loan"). Thus, the Board has also resolved to propose that the Company carries out a new issue of the Convertible Loan of up to approximately NOK 10.5 million. The subscription commitments, the bottom guarantee commitments and the top guarantee commitment, entail that the Company shall receive at least approximately NOK 35.0 million before issue costs in connection with the Rights Issue. The Rights Issue and the new issue of the Convertible Loan requires approval by the extraordinary general meeting of the Company expected to be held on 22 November 2023 (the "EGM") to be implemented. The notice of the EGM will be published in a separate press release.
Background and reason for the Rights Issue
Zwipe is a Norwegian biometric authentication technology company established in 2009, focused on developing and commercializing secure, fast, and easy-to-use biometric authentication solutions with broad applications across key verticals such as payments and access control.
Zwipe continues to make considerable progress within Zwipe Pay even if market adoption during 2023 has been slower than anticipated. Zwipe has more than 20 partners worldwide, and Zwipe’s partners are currently in discussions with more than 50 potential issuers regarding pilots and launches of biometric payment cards (“BPCs”) based on Zwipe’s platform. In the second quarter of 2023, Kuwait International Bank and Middle East Payment Services were responsible for the first commercial launches of Zwipe’s biometric payment cards. Discussions are ongoing about introducing BPCs to wider segments of their customer base in fairly short order. These two launches have also attracted significant attention from other financial institutions in the region, and several banks are considering going straight to a commercial pre-launch of BPCs and skipping over a typically lengthy pilot period. In Europe and APAC, Zwipe and its partners are intently focusing on launching BPCs with fintechs, who have the potential to move faster in deploying BPCs than more traditional banks.
Within Access, Zwipe continues to foster strategic partnerships that enhance reach and credibility within the industry. Zwipe’s partners include such major players as Schneider Electric, Certego, AWT, MC Dean, and Matrix and proofs of concept and testing are currently being carried out with clients such as Berkshire Hathaway Energy Group, Richmond International Airport, Prosegur Grupo, global Top 100 tech company, and a global Top 3 cloud services provider.
In June 2023, the company announced a streamlining and the full effects of that streamlining are only being seen now in the fourth quarter 2023. H1 2024 operational costs are expected to be more than 40% lower than H1 2023. Management and the Board continue to evaluate strategic options and ways to operate the company in the most cost-efficient manner possible.
The Rights Issue is carried out in order to strengthen the Company's financial
position and to accelerate the commercialization of Zwipe’s biometric cards within payments and access control. Zwipe has made substantial progress in both Zwipe Pay and Zwipe Access, which the Company anticipates will translate to meaningful commercial traction and revenue in the coming quarters. With the company operating in a very cost-efficient manner, proceeds from the rights issue alongside available cash and possible additional cost saving measures are expected to support the Company throughout 2024 and in its transition to a phase of sustainable, long-term commercial success.
Robert Puskaric, CEO of Zwipe comments:
"Zwipe continues to see strong interest in bringing both biometric payment and access control cards to market globally. While commercial launches have not happened as fast as we would have liked thus far, signs still point to market adoption happening in the coming quarters. Proceeds from the rights issue will give us more financial flexibility and enable us to execute on our commercial objectives for both Zwipe Pay and Zwipe Access. We are operating in an efficient and agile manner and proceeds from the rights issue should support us in achieving significant commercial traction and positioning the company for sustainable, profitable growth."
Key terms of the Rights Issue
The Board has today resolved to propose that the EGM resolves on the Rights Issue of 58,413,732 transferable subscription rights (the "Subscription Rights") with preferential rights for existing shareholders, whereby one Subscription Right gives the right to subscribe for one unit ("Unit") consisting of (i) a new share in the Company, each with a nominal value of NOK 0.10, and (ii) a warrant of series T01 (the "Warrants") for a subscription price of NOK 0.60 per Unit. Two Warrants give the right to subscribe for one ordinary share in the Company in the period beginning on 2 December 2024 and ending on 13 December 2024. The subscription price in the Rights Issue is NOK 0.60 per Unit on Euronext Growth Oslo and SEK 0.59 per Unit on Nasdaq First North Growth Market Sweden. The subscription price per share corresponds to the subscription price per Unit. Thus, the Warrants are issued free of charge. Upon full subscription, the Company will initially receive approximately NOK 35.0 million in gross proceeds. If Warrants are exercised, the Company will receive additional proceeds in December 2024.
The shareholders of the Company on 22 November 2023 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the "VPS") as at the expiry of 24 November 2023 (the "record date") will be granted one (1) Subscription Right for each share registered as held by the shareholder as of the record date. One (1) Subscription Right is required to subscribe for one (1) Unit. Each Unit consists of one (1) new share and one (1) Warrant.
Subscription of Units with or without preferential rights shall take place during the period 28 November 2023 - 13 December 2023. Subscription Rights that are not exercised during the subscription period become invalid and lose their value. Trading in Subscription Rights takes place on Nasdaq First North Growth Market and Euronext Growth Oslo during the period 28 November 2023 – 7 December 2023.
Pursuant to Section 10-4 of the Norwegian Private Limited Companies Act, the shareholders of the Company at the day of the EGM (as registered in the Company's shareholder register in VPS two trading days thereafter (the "EGM Record Date")), and who are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action, will be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of the EGM Record Date (the "Existing Shareholding"), and will receive Subscription Rights proportionate to their Existing Shareholding. The Company expects to apply for admission to trading of the Subscription Rights on Euronext Growth Oslo and Nasdaq First North Growth Market Stockholm.
Units will be allocated in the Rights Issue in accordance with the following criteria:
Two (2) Warrants entitle, during the period 2 December 2023 - 13 December 2024, to the subscription of one (1) new share in Zwipe at an exercise price corresponding to 70 percent of the volume-weighted average price paid for Zwipe's share on Euronext Growth Oslo during the 10 trading days that precedes the exercise period, however not less than NOK 0.10 and not more than NOK 1.20.
There will from and including 7 November 2023 temporarily be imposed a block for repositioning of trading in the shares in the Company between Euronext Securities Oslo (VPS) and Euroclear Sweden AB until and including the record date in the Rights Issue.Full terms and conditions for the Rights Issue as well as other information about the Company will be described in the EU Growth Prospectus, which is expected to be published around 24 November 2023.
Subscription commitments and bottom guarantee commitments
In connection with the Rights Issue, the Company has received subscription commitments from a number of existing shareholders totaling approximately NOK 8.8 million, corresponding to approximately 25 percent of the Rights Issue. No compensation is paid for these subscription commitments.
In addition, Zwipe has received so-called bottom guarantee commitments of approximately NOK 15.8 million. Through the bottom guarantees, provided that subscription takes place to an amount at least equivalent to the subscription commitments, approximately 70 percent of the issue proceeds in the Rights issue is secured. For the so-called bottom guarantees, a compensation of thirteen (13) percent of the guaranteed amount is paid.
The subscription commitments and bottom guarantee commitments are not secured by bank guarantee, escrow funds, pledging or similar arrangements.
Detailed information regarding the parties that have entered into subscription commitments and guarantee undertakings will be found in the EU Growth Prospectus which is planned to be published around 24 November 2023.
Top guarantee commitment and new issue of the Convertible Loan and Warrants pursuant to the top guarantee commitment
Zwipe has received a so-called top guarantee of approximately NOK 10.5 million. Through the top guarantee, provided that subscription takes place to an amount at least equivalent to the subscription commitments and the bottom guarantee commitments, 100 percent of the issue proceeds in the Rights Issue is secured. For the so-called top guarantee, a compensation of fifteen (15) percent of the guaranteed amount is paid. The top guarantee commitment is not secured by bank guarantee, escrow funds, pledging or similar arrangements.
In the event that the top guarantor needs to fulfill its top guarantee commitment, the subscription amount shall be paid to the Company by the top guarantor subscribing for the Convertible Loan. Thus, the Board has also resolved to propose that the Company carries out a new issue of the Convertible Loan of up to approximately NOK 10.5 million.
The total subscription price for the Convertible Loan will be equivalent to the total subscription price of the Rights Issue, minus the subscription price of the units subscribed by the existing shareholders of the Company and the units subscribed by the bottom guarantors. However, the subscription price shall not be less than NOK 5.0 million. For instance, if the Rights Issue is subscribed to 75%, the top guarantor will subscribe in the Convertible Loan for 25% of the Rights Issue. If the Convertible Loan is subscribed to 95%, the Top Guarantor will subscribe for 5% of the Rights Issue, adjusted up to an amount equal to base amount of NOK 5.0 million. This means that the total potential funds raised in the Rights Issue and the Convertible Loan could amount to approximately NOK 40.0 million in aggregate.
The Convertible Loan carries an annual interest rate of 10 percent + STIBOR 3M of the loan amount. The interest will be paid by the Company quarterly in cash. The maturity date of the Convertible Loan is 20 December 2024, to the extent conversion has not taken place before such date. The conversion price is 130 percent of subscription price in the Rights issue, which is equal to NOK 0.78 per share.
The top guarantor will also have the right and obligation to subscribe for Warrants free of charge in relation to the subscription price for the Convertible Loan. The number of Warrants the top guarantor shall be entitled to subscribe for will amount to the maximum number of Units in the Rights Issue less the aggregate number of Units subscribed for by existing shareholders in the Company and Units subscribed for under the bottom guarantee commitments divided by 0.78.
Detailed information regarding the top guarantor will be found in the EU Growth Prospectus which is planned to be published around 24 November 2023.
Preliminary time plan for the Rights Issue
22 November 2023: Last trading day including the right to receive subscription rights
23 November 2023: First trading day excluding the right to receive subscription rights
24 November 2023: Publication of prospectus
24 November 2023: Record date for participation in the Rights Issue
28 November – 7 December 2023: Trading in subscription rights at Nasdaq First North Growth Market Sweden and Euronext Growth Market Oslo
28 November – 12 December 2023: Subscription period on Nasdaq First North Growth Market Sweden
28 November – 13 December 2023: Subscription period on Euronext Growth Market Oslo
13 December 2023: Publication of preliminary outcome of the Rights Issue
Change in share capital, number of shares and dilution
Based on the outstanding number of shares as of today, the share capital in the Company increases through the Rights Issue by a maximum of NOK 5,841,373.20, from NOK 5,841,373.20 to NOK 11,682,746.40, through the issuance of a maximum of 58,413,732 shares. The number of shares increases from 58,413,732 to a maximum of 116,827,464 shares. For existing shareholders who do not participate in the Rights Issue, this implies a dilution effect of 50.0 percent in the case of full subscription.
Upon full subscription in the Rights Issue and subsequent subscription of NOK 5 million in the Convertible Loan, the number of shares will increase by a further 6,410,256 to 123,237,720 shares and the share capital by NOK 641,025.60 to NOK 12,323,772.00 given full conversion of the Convertible Loan.
In the event that all outstanding warrants issued in the Rights issue are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by a further 29,206,866 to a total of 152,444,586 shares and the share capital will increase by NOK 2,920,686.60 to a total of NOK 15,244,458.60. In the event that all outstanding warrants issued in connection with the Convertible Loan are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by a further 3,205,128 to a total of 155,649,714 shares and the share capital will increase by 320,512.80 to a total of 15,564,971.40 SEK.
Extraordinary general meeting
The Rights Issue and the new issue of the Convertible Loan requires the approval by the EGM expected to be held on 22 November 2023 to be implemented. The notice of the EGM will be published in a separate press release.
Advisor
Zwipe has engaged Hagberg & Aneborn Fondkommission AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
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This information is subject to the disclosure requirements in the Market Abuse
Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12,
and is information that Zwipe AS is obligated to make public pursuant to the
continuing obligations of companies admitted to trading on Euronext Growth Oslo
(Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth
Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se.
The information was submitted for publication, through the agency of the contact
person set out below, at 07:30 on 8 November 2023.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer
future. We work with great passion across networks of international
organizations, industries and cultures to make convenience safe and secure. We
are pioneering next-generation biometric card and wearables technology for
payment and physical & logical access control and identification solutions. We
promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and
services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
OSLO, NORWAY – 23 October 2023 – During the third quarter, Zwipe continued to demonstrate progress and saw strong interest from partners in bringing biometric payment and access control cards to markets globally.
Significant events during the period
Significant events after the period
Operational review
The overall adoption of biometric payment cards remains slower than expected, but Zwipe continues to position itself well for the moment biometric payment cards become more mainstream. Globally, Zwipe and its partners now have ongoing dialogues with more than 50 potential issuers of BPCs.
In the first three quarters of 2023, Zwipe expanded its partnerships in APAC such that we have a presence in 10 countries in the region. During the third quarter, Zwipe received its first small order from our Japanese SCM for a demo kit for testing and demonstration to Issuer end customers, with at least one such intended Issuer being a major global bank. In Europe, neobanks and fintechs – particularly in the UK and France – continue to show interest in BPCs, and Zwipe believes that the first launches in Europe will come from these newer players rather than more traditional banks. Zwipe and our main European SCM partner are actively working on more than ten potential BPC projects with UK fintechs, and also plan a joint development campaign aimed at the French fintech ecosystem in the fourth quarter. In the Middle East and Africa (“MEA”), Kuwait International Bank (“KIB”) and Middle East Payment Services (“MEPS”) were responsible for the first commercial launches of Zwipe BPCs during the second quarter. KIB reports high satisfaction internally and with their high net worth Visa Infinite clients to whom the initial launch was targeted, and discussions are ongoing about introducing BPCs to wider segments of their customer base in fairly short order.
In Zwipe Access, we are making substantial inroads in establishing the market for biometric access control cards in high-security verticals, with a high volume of PoCs – some with well-known global companies – now progressing, many important go-to-market partnerships signed or in progress, and product starter kits delivered to more than ten well-known, global enterprise partners whose end customers include data centers, healthcare facilities, airports, government agencies and critical infrastructure operators. Substantial third quarter activity points to real demand in the market for biometric access control solutions, and a real desire from our partners to bring Zwipe Access to their customers.
In North America, Schneider Electric Co. has completed tests and validation and confirmed good results. We are now negotiating an OEM agreement to include Zwipe Access cards in Schneider’s product offering, which they intend to market globally through their extensive network of companies and partners. Our partner MC Dean is currently conducting in-depth testing and validation of Zwipe Access cards on behalf of a Top 3 global cloud services and data centers provider, as well as other Fortune 100 global customers and government agencies. Berkshire Hathaway Energy Group (BHE) is currently testing Zwipe’s biometric access control cards for compatibility, with the goal of replacing the legacy install base and extending the use of Zwipe biometric cards to new sites. Elsewhere in the USA, the announced proof-of-concept at Richmond International Airport has been extended to allow more testing and validation under the most extreme security and environmental conditions. We anticipate that the final report and recommendations to the aviation industry by the National Safe Skies Alliance will be published in the fourth quarter.
In Sweden, AWT, a Zwipe partner and major player in the Nordics, has received an initial small order from a global Top 100 tech company for an initial soft launch at their headquarter location. This is expected to be the foundation for further scaling up, with gradual expansion to most of their global workforce by the end of 2025. Certego, a major system integrator of access security and monitoring solutions has begun discussions to provide Zwipe’s biometric access control cards to over 100 government agencies.
Commercial priorities for 2023 remain unchanged, with the company focusing on accelerating commercialization while carefully deploying funds and maximizing cash runway.
Financial review
Zwipe reported total revenue of 0.3 mNOK during Q3 2023 versus revenue of 0.8 mNOK in Q3 2022. Cash flow from operations was -27.1 mNOK in Q3 2023 versus -24.2 mNOK in Q3 2022, equating to an average monthly operating cash flow in Q3 2023 of -9.0 mNOK versus 8.1 mNOK in the same period last year. As a result of the restructuring announced in June, changes in the organization's operational cost base are starting to show, and the full impact of these changes is expected to show from Q4 2023. Cash and cash equivalents stood at 48.3 mNOK at the end of Q3 2023 compared to 85.8 mNOK at the end of Q3 2022, and 50.5 mNOK at the end of 2022.
Operational update presentation
CEO Robert Puskaric and CFO Danielle Glenn will do a short presentation on the operational update today, Monday October 23rd, at 10:00 CET.
Audiocast details
Date: 23 October 2023
Time: 10:00 CET
Format: Audiocast and Q&A
Language: English
Link: https://app.webinar.net/GnOpyeAy2Yr
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This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 07:30 on 23 October 2023.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
For more information, please contact:
Danielle Glenn, CFO and Head of IR
OSLO, NORWAY – 16 October 2023 – Zwipe AS will publish its Q3 2023 operational update on 23 October 2023 at 08:00 CET. On the same day at 10:00 CET, the Company will host an audiocast 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 audiocast and participate in the Q&A.
Webcast details
Date: 23 October 2023
Time: 10:00 CET
Format: Audiocast and Q&A
Language: English
Link: https://app.webinar.net/GnOpyeAy2Yr
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
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For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY – 25 September 2023 – Zwipe announces today that Tanya Juul Kjær, member of the Board of Directors, has resigned with immediate effect due to time constraints involving her myriad other professional commitments. Ms. Kjær has been a member of Zwipe’s Board of Directors since May 2019 and will not be immediately replaced.
Jörgen Lantto, Chairman of the Board of Directors comments, “We have appreciated Tanya’s contributions to further developing the company over the last two plus years as well as her valuable strategic insights, and wish her all the best for the future.”
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This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 on 25 September 2023.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card technology for payment and access control 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
