OSLO, NORWAY – 27 MARCH 2024 - The board of directors of Zwipe AS (the "Company") has, on 25 March 2024, resolved to grant 489,196 Restricted Share Units (each a "RSU") to certain members of the Company's management, making up the formal grant of the RSUs referred to in the Company's annual report for 2023 (the "Annual Report") announced yesterday, on 26 March 2024.
The RSUs vest in three equal installments on each anniversary date from the grant date. Each RSU comprises a conditional right to receive one share after the vesting period. The shares comprised by the RSU program will be issued at nominal value. The right to receive shares is conditional upon the "Performance Condition" stated in the RSU program, the participants retained employment, and subject to the terms and conditions set out in the Annual Report.
The following primary insiders of the Company have been granted and accepted RSUs:
Please see the attached notification forms for additional information.
This information is subject to the disclosure requirements in article 19 of the Regulation (EU) 596/2014 (the Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.
SCAP becomes a distributor for Zwipe and creates the first starter pack in French for Zwipe Access, the biometric Access control card.
OSLO, NORWAY and VAULX EN VELIN, March 27, 2024 – Zwipe A.S., a company listed on the stock exchanges of Oslo and Stockholm, a pioneer and world leader in the development of biometric technology on cards for identification, access control and payment, has teamed up with SCAP, the leading distributor of access control cards and readers in France, focusing on providing advanced security RFID solutions, to introduce the innovative "biometric system-on-card" to SCAP's customers in France.
SCAP's customer base spans across the entire security industry in France, including physical and logical access system manufacturers, installers, integrators as well as corporations in various industries, including airports, transportation, healthcare, data centers, critical infrastructure, manufacturing, government, and education.
As a testimony of SCAP commitment and to fulfil immediate demand from early adopters, SCAP has placed its first purchase order to Zwipe already and launched the first Zwipe Access starter pack in French language.
Zwipe Access utilizes state-of-the-art biometric capture and matching technology to securely store the cardholder’s encrypted fingerprint template directly within the card’s smart chip during issuance. This integration seamlessly aligns with the requirements of SCAP’s customers, allowing them to integrate biometric verification swiftly, securely, and cost-effectively into their existing security infrastructure.
According to Pierre Yves Dudal, president of SCAP, “In today’s highly secure EU requirements for working environment, having easy access to the latest access technologies is critical for all strategic or sensitive sites. The biometric card provided by Zwipe brings breakthrough ID card technologies to existing identification systems for the next generation of physical and logical access.”
“We are happy to partner with SCAP, a leading advanced security solution distributor. We look forward to developing and strengthening the relationship with the French security market thanks to our local expertise and support, as well as supporting SCAP to deliver best- in-class customization and logistic for access control solutions integration partners globally,”, says Robert Puskaric, President and CEO of Zwipe.
About SCAP
For over two decades, SCAP has been a trusted authority in identification and security solutions. SCAP's extensive experience in RFID cards and readers and close collaboration with the security installers have allowed SCAP to rigorously test and refine SCAP's product range.
SCAP specializes in a wide array of RFID technologies, from the basic Prox 125 kHz and EM/TEMIC to the more sophisticated 13.56 MHz, MIFARE DESfire® EV3, HID iCLASS, SEOS, and beyond. In addition to standard formats, SCAP offers customized encoding options. SCAP's badges come also in combination with the appropriate RFID readers. SCAP is member of SELEPSO Group.
For more information, visit www.scap.name
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit: www.zwipe.com
OSLO, NORWAY – 26 March 2024 – Zwipe AS ("Zwipe" or "the company") has today released its Annual Report 2023, including the Board of Directors report and financial statements. The report and annual accounts were approved by the Board of Directors after the close of business on 25th of March 2024. The 2023 Annual Report is attached to this release and available at https://www.zwipe.com/investors/reports.
OSLO, NORWAY – 22 February 2024 – Zwipe AS ("Zwipe" or "the company") today announces its results for the first half of 2023.
Highlights H2 2023
Significant events after the period
H2 2023 operational review
Commenting on the second half of 2023, Zwipe CEO Robert Puskaric says, “Despite our many go-to-market partnerships around the globe and 50+ dialogues with issuers, market adoption of biometric payment cards in 2023 simply did not happen as Zwipe or anyone else in the industry expected. Issuers continue to be slow-moving meaning that commercial orders from our SCM customers and revenues for Zwipe Pay were far lower than anticipated at the start of the year.”
Progress in Zwipe Access has been much more positive, with Puskaric continuing, “Much more optimistically, we have seen considerable interest in biometric access control technology throughout 2023. Across the USA and Europe, we have more than 35 Zwipe Access go-to-market partnerships, and these partners are currently carrying out more than 65 proofs of concept.” These proofs of concept (“PoCs”) of Zwipe Access technology include end-user enterprises including Fortune 100 companies, Top 3 cloud service providers, healthcare facilities, airports, data centers, government agencies, and critical infrastructure operators. These PoCs are expected to translate into commercial orders and meaningful revenue in the short term, with an additional, powerful growth catalyst deriving from the EU NIS2 Directive on cybersecurity requirements in critical infrastructure sectors.
In the USA, Zwipe Access completed a critical operational test and evaluation by National Safe Skies Alliance, Inc. (Safe Skies) at Richmond International Airport (RIC) early in 2024. The Safe Skies team’s report offers a positive assessment of Zwipe Access technology in airports and is expected to motivate airports across the Americas to evaluate Zwipe Access technology. Zwipe continues to make positive progress with our key GTM partners including Schneider Electric, MC Dean, Matrix Systems and NCS in the Americas and in AWT, Assa Abloy, Certego and others in Europe.
Fundraising and new strategic direction
The negative developments in Zwipe Pay and positive developments in Zwipe Access during the second half led to our January 2024 announcement of a new strategic direction for Zwipe, which will see the company focus our resources almost exclusively on commercialization of Zwipe Access where the near-term commercial opportunity is clear.
Just before the January 2024 announcement, Zwipe completed a rights issue in December 2023 raising NOK 35 million in gross capital, with additional capital possible from an exercise of warrants in December 2024. Funds raised in addition to cash on hand will now be directed primarily to accelerating Zwipe Access commercialization, with substantially less required to support additional technology development or supply chain purchases associated with Zwipe Pay. When combined with the June 2023 restructuring, Zwipe expects operational costs to be more than NOK 40 million lower than in 2023. Total cash flow over the coming two years is also expected to be more than NOK 40 million better than if Zwipe had continued to focus on both business lines, giving Zwipe longer runway and greater financial flexibility. These decisive actions alongside funds raised from the rights issue should put Zwipe on a path towards cashflow breakeven, which we hope to reach in 2025.
H2 2023 financial review
Zwipe reported total revenues of NOK 1.2 million during H2 2023, lower than the NOK 3.1 million reported in H2 2022 and the NOK 1.7 million reported in H1 2023. Total operating expenses totalled NOK 44.6 million in H2 2023, down NOK 15.1 million compared to H2 2022, and down NOK 12.9 million compared to the first half of 2023. The above resulted in net income for H2 2023 of NOK -43.9 million, substantially better than NOK -57.1 million reported in H2 2022 and NOK -56.1 million in H1 2023.
Total net cash flow for H2 2023, including cash flow from financing and investing activities, was NOK -33.7 million compared to NOK -59.3 million in H2 2022.
On 31 December 2023, cash and cash equivalents were NOK 42.2 million, compared to NOK 50.5 million on 31 December 2022 and NOK 76.0 million on 30 June 2023. With the remaining outstanding funds from the rights issue of NOK 24.4 million received in early January 2024, the effective “turn of year” cash position was NOK 66.6 million.
Going forward
Zwipe’s priorities for 2024 all involve accelerating Zwipe Access commercialization and maximizing Zwipe’s financial flexibility:
Results presentation
CEO Robert Puskaric and CFO Hugo Petit will present the H2 2023 results by webcast today, February 22nd, at 13:00 CEST.
Webcast details:
Date: 22 February, 13.00 CET
Format: webcast and Q&A
Language: English
Link: https://app.webinar.net/bEArXRLNvJG
Participants will be required to register to view the webcast and participate in the Q&A, and are encouraged to submit their questions before the webcast to ir@zwipe.com.
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This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 on 22 February 2024.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
For more information, please contact:
ir@zwipe.com
Zwipe AS will publish its H2 2023 financial report on 22 February 2024 at 08.00 CET. On the same day at 13.00 CET, the company will host a webcast to present the report. After the presentation, the webcast will be opened up fr questions from the audience.
Participants will be required to register to listen to the webcast and participate in the Q&A.
Webcast details:
Date: 22 February, 13.00 CET
Format: webcast and Q&A
Language: English
Link:
https://app.webinar.net/bEArXRLNvJG
For more information contact:
NEW ORLEANS, LOUISIANA, USA and OSLO, NORWAY – 25th January 2024 - Safe Skies’ evaluation report entitled SSDA—23-032 Zwipe Access Biometric Smart Card was published in November 2023. This report is available to qualified airport personnel at US commercial-service airports via the Homeland Security Information Network (HSIN) or by contacting anna.hamilton@sskies.org with their request.
Safe Skies, an independent third-party, non-profit organization funded by the Federal Aviation Administration, conducts thorough testing of security systems’ detection capabilities, reliability, and maintainability under active airport operational and environmental conditions. Safe Skies performs its evaluations under an ISO 9001:2015-approved Quality Management System.
“We are very pleased with the results of the evaluation,” said Tim Walsh, President of Tadera. “The Zwipe Access system is a highly secure and user-friendly solution that meets the needs of airports. We are confident that this product will be a valuable addition to our portfolio and will help airports enhance their security posture.”
“We are excited to partner with Tadera to bring this innovative biometric access card system to the market,” said Robert Puskaric, CEO of Zwipe. “The encouraging evaluation results instill confidence in our vision that the Zwipe Access system strengthens security at airports worldwide.
For further information, please contact:
Tim Walsh, timothy.walsh@TADERA.com; 504-754-0048 for TADERA
Marcel Williams,marcel.williams@Zwipe.com; 954-649-6222 for Zwipe
About ASSIST
Safe Skies’ Airport Security System Integrated Support Testing (ASSIST) Program is a collaborative effort between US commercial-service airports, the Transportation Security Administration, the Federal Aviation Administration, Airports Council International-North America, American Association of Airport Executives, and Airport Consultants Council. Safe Skies created the ASSIST Program to fulfill its core purpose of helping airport operators meet their security responsibilities using a transparent process for identifying, selecting, and executing projects that are designed to create a more efficient and effective airport security system.
About TADERA
TADERA's commitment to the airport sector spans over 40 years, culminating in our transformation into TADERA from Civix CI. Our mission is to enhance the safety, security, and financial stability of airports, ensuring world-class facilities for passengers and cargo transport. The name TADERA reflects our dedication to facilitating Transportation, Aviation, and Destinations in the next era of air travel. We provide software and integrated technology solutions that elevate the safety and financial performance of airports. TADERA serves the Federal Aviation Administration, state aeronautics departments, and more than 100 airports worldwide.
Learn more about us at
www.tadera.com.
About Zwipe
Zwipe believes in the inherent uniqueness of every individual, paving the way for a safer future. We passionately collaborate across international networks, industries, and cultures to make convenience both secure and safe. At Zwipe, we pioneer next-generation biometric card and wearables technology for payment, physical and logical access control, and identification solutions. We promise our customers and partners deep insights and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. With our headquarters in Oslo, Norway, and a global presence, we are shaping the future of security.
Learn more at
www.zwipe.com.
OSLO, NORWAY – 16 January 2024 – Zwipe AS today announces a company restructuring and new strategic direction, increasing its focus on Zwipe Access and accelerating the commercialization of its biometric authentication technology in the access control market. As a result of the change in strategic focus, the company has initiated a restructuring process that is expected to reduce operational costs, particularly related to Zwipe Pay. On a directly comparable basis excluding one-off costs, the Group expects to reduce operating costs in 2024 by approximately NOK 40 million compared to 2023, combining the effects of Zwipe’s new strategy and the streamlining plan previously announced on 21 June 2023.
“Zwipe has seen considerable traction and progress in the access control market in 2023, with more than 30 partnerships signed or in progress in the USA and Europe. The market is in its early stages but we believe biometric cards can represent a substantial share of the nearly 500 million smart access cards expected to be shipped annually in coming years. Our value proposition is clear, with partners and end-users alike recognizing the substantial benefits of biometric access control technology in terms of security, convenience, and GDPR compliance,” says Zwipe CEO Robert Puskaric.
In addition, in recent months compliance with the EU NIS2 Directive on cybersecurity requirements in critical infrastructure sectors – required by October 2024 and which Zwipe Access provides – has emerged as a critical catalyst for end customers, encouraging them to consider the adoption of biometric access control solutions.
Zwipe has more than 60 proofs of concept in progress with end users, including a Top 3 global cloud service provider, a well-known Swedish consumer technology company, Berkshire Hathaway Energy Group, Fortune 100 companies, and entities including government agencies, airports, critical infrastructure operators, data centers, and healthcare facilities.
“Our new strategic direction will mean laser focus on the singular objective to rapidly achieve commercial success with Zwipe Access, while operating in as lean a manner as possible to maximize our financial flexibility,” says Puskaric.
Zwipe has historically focused primarily on the development and application of its biometric authentication technology in the payments market. Over the last two years, Zwipe completed the development of Zwipe Pay including mobile enrollment solutions, achieved full certification of the technology by both Visa and Mastercard, and spent significant time lining up the biometric payment card (“BPC”) value chain players to launch quickly once banks decided to move forward with biometric payment cards. However, neither market adoption nor the pace of commercial launches has materialized in the manner Zwipe or other players had expected, particularly towards the end of 2023.
“The decision to focus on Zwipe Access is a natural outcome of the traction seen in 2023. However, all the effort that went into developing and certifying Zwipe Pay is what laid the foundation for success with Zwipe Access. Our Access partners and end customers tell us they gain confidence using technology subjected to the rigorous testing required for certification in the payments market,” states Puskaric. Zwipe will continue to serve and fulfill purchase orders from Zwipe Pay customers that have already been certified.
Cost reduction initiatives will begin immediately, with full impact from the middle of the second quarter of 2024. On a net basis, five employees will leave Zwipe, with departures linked to Zwipe Pay, while the Zwipe Access sales team will increase slightly as the company ramps up commercialization efforts here.
Total cash flow over the coming two years is anticipated to be more than NOK 40 million better than if Zwipe had continued to focus on both payments and access control, giving Zwipe significantly longer runway and greater financial flexibility.
“While it is heartbreaking to let highly valued employees go and transition away from Zwipe Pay, we fully believe this is the right course of action for our shareholders. Zwipe Access is a higher margin business with visible commercial inroads, and our objective is for Zwipe to approach breakeven in H2 2025 as a result of higher margins, lower operational costs, and lower supply chain costs,” says CEO Robert Puskaric.
The recently completed rights issue, which includes a possible exercise of warrants in December 2024, should enable this path to profitability.
The Company will host a webcast today, 16 January at 15:00 CET, about our new strategic focus. After the presentation, the webcast will be opened up for questions from the audience.
Webcast details
Date: 16 January 2024
Time: 15:00 CET
Format: Webcast and Q&A
Language: English
Link: https://app.webinar.net/4bmE8YkDrNQ
For further information, please contact:
Robert Puskaric, CEO
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This information is subject to the disclosure requirements in the Market Abuse Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12, and is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 08:00 on 16 January 2024.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
OSLO, NORWAY – 5 January 2024 – Zwipe has appointed Hugo Petit as interim CFO with Zwipe’s current CFO and Head of IR, Danielle Glenn, deciding to leave the company to join a capital markets advisory and consulting firm
Ms. Glenn has been responsible for Zwipe’s capital markets activities, including the two rights issues in 2023. She has also been instrumental in designing Zwipe’s overall strategic, operating, and investment plans and in restructuring the company to maximize financial flexibility and liquidity. Mr. Petit will join Zwipe as soon as possible, bringing over 20 years of experience as a CFO.
“I am excited to work with Hugo, who has a great deal of experience keeping organizations lean and streamlined while adapting to fast-evolving markets,” says Zwipe CEO Robert Puskaric.
“I would like to thank Danielle for her significant contributions to Zwipe in a difficult environment. She has been a dynamic and integral part of the management team, providing valuable strategic input and handling her myriad cross-departmental responsibilities with efficiency and diligence. The Board and I wish her all the best in her new role,” continues Puskaric.
The company has agreed with Ms. Glenn that she will leave Zwipe at the end of January 2024 but stay on as long as needed thereafter in a consulting capacity to ensure the smooth handover of responsibilities and transition to the new CFO.
For further information, please contact:
Robert Puskaric, CEO
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This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 14:05 on 5 January 2024.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
OSLO, NORWAY – 3 January 2024 – Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 14 December 2023 regarding the final allocation of a rights issue of units, each consisting of one new share in the Company, each with a nominal value of NOK 0.10 and one warrant of series T01 (the "Warrants"), with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35 million (the "Rights Issue").
The Rights Issue resulted in the issuance of 64,823,988 Warrants, of which 40,889,612 Warrants were allocated to subscribers in the Rights Issue and 13,480,092 Warrants were allocated to the top guarantor in connection with the Convertible Loan (as defined below). All 64,823,988 Warrants will be listed and tradable on Euronext Growth Oslo for a period commencing today, 3 January 2024 and ending at 16:30 (CET) on 9 December 2024. In addition, the Warrants will be listed on Nasdaq First North Growth Market Sweden for a period commencing today, 3 January 2024 and ending at 16:30 (CET) on or about 10 December 2024. The 10,454,284 Warrants not allocated to subscribers in the Rights Issue or in connection with the Convertible Loan (as defined below) will not be used and will be returned to the Company.
Two (2) Warrants entitle to the subscription of one (1) new share in the Company. The subscription price upon exercise of the Warrants shall for subscription of one share in the Company be 70% of the ten-day VWAP (Volume Weighted Average Price) of the Company's shares on Euronext Growth Oslo the last ten (10) trading days prior to commencement of the Exercise Period, but never lower than NOK 0.10 per share and never higher than 1.20 per share. Consequently, if all Warrants are exercised, the Company expects to raise an additional amount of minimum NOK 3,241,199.40 and maximum NOK 38,894,392.80.
Holders of Warrants may either sell their Warrants or use them to subscribe for shares in the Company, in both cases within the deadlines stated above. As such, the Warrants may have a financial value for the holders, depending on the prevailing market price for the shares in the Company. If the Warrants are not sold or exercised within the respective deadlines, the Warrants will lapse with no compensation to the holders.
For more information pertaining to the Warrants, please see the prospectus prepared in connection with the Rights Issue (the "Prospectus"), which is available on the Company's website www.zwipe.com and on the Swedish Financial Supervisory Authority's website, www.fi.se.
Pre-commitment and bottom guarantee commitments:
In connection with the Rights Issue, the Company received subscription commitments from a number of existing shareholders totaling approximately NOK 8.8 million, corresponding to approximately 25 percent of the Rights Issue. No compensation is paid for these subscription commitments.
In addition, Zwipe received so-called bottom guarantee commitments of approximately NOK 15.8 million. Through the bottom guarantees together with the subscription commitments, approximately 70 percent of the issue proceeds in the Rights issue was secured. For the so-called bottom guarantees, a compensation of thirteen (13) percent of the guaranteed amount is paid. The subscription commitments and bottom guarantee commitments were not secured by bank guarantee, escrow funds, pledging or similar arrangements. Detailed information regarding the parties that have entered into subscription commitments and guarantee undertakings can be found in the Prospectus.
Top guarantee commitment and new issue of the Convertible Loan and Warrants pursuant to the top guarantee commitment:
Zwipe received a so-called top guarantee of approximately NOK 10.5 million. The top guarantee was fulfilled by the top guarantor subscribing for a convertible loan in the Company of NOK 10,514,472 (the "Convertible Loan"). Through the top guarantee, together with the subscription commitments and the bottom guarantee commitments, 100 percent of the issue proceeds in the Rights Issue was secured. For the so-called top guarantee, a compensation of fifteen (15) percent of the guaranteed amount is paid. The top guarantee commitment was not secured by bank guarantee, escrow funds, pledging or similar arrangements. The subscription amount has been paid to the Company.
The top guarantor also had the right and obligation to subscribe for Warrants free of charge in relation to the subscription price for the Convertible Loan. The number of Warrants the top guarantor was entitled to subscribe for amounted to the maximum number of Units in the Rights Issue less the aggregate number of Units subscribed for by existing shareholders in the Company and Units subscribed for under the bottom guarantee commitments, multiplied by 0.78. Based on these principles, the top guarantor was allocated 13,480,092 Warrants.
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This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 07:57 on 3 January 2024.
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For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
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IMPORTANT NOTICE
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
OSLO, NORWAY – 5 December 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 30 November 2023, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35.0 million (the "Rights Issue"). The shareholders of the Company on 22 November 2023 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, as at the expiry of 24 November 2023 (the "record date") was granted one (1) subscription right (the "Subscription Rights") for each share registered as held by the shareholder as of the record date. One (1) Subscription Right is required to subscribe for one (1) Unit.
The following primary insiders of the Company have today, on 5 December 2023, exercised the following number of Subscription Rights in the Rights Issue, and thereby subscribed for the number of Units to which the number of Subscription Rights exercised entitles them to be allocated upon completion of the Rights Issue.
Please see the attached notifications of transactions for further information.
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This information is subject to the disclosure requirements in article 19 of the Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
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For further information, please contact:
Danielle Glenn, CFO and Head of IR
E-mail: ir@zwipe.com
OSLO, NORWAY – 1 December 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company") on 30 November 2023, regarding the commencement of the subscription period in a new issue of units (the "Units"), consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35.0 million (the "Rights Issue"). The shareholders of the Company on 22 November 2023 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, as at the expiry of 24 November 2023 (the "record date") was granted one (1) subscription right (the "Subscription Rights") for each share registered as held by the shareholder as of the record date. One (1) Subscription Right is required to subscribe for one (1) Unit.
The following primary insiders of the Company have today, on 1 December 2023, exercised the following number of Subscription Rights in the Rights Issue, and thereby subscribed for the number of Units to which the number of Subscription Rights exercised entitles them to be allocated upon completion of the Rights Issue.
Please see the attached notifications of transactions for further information.
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This information is subject to the disclosure requirements in article 19 of the Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Trading Act.
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
#######
For further information, please contact:
Danielle Glenn, CFO and Head of IR
E-mail: ir@zwipe.com
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
OSLO, NORWAY – 28 NOVEMBER 2023 – Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 8 November 2023, in which the Company announced that its board of directors has resolved to propose that the Company carries out a new issue of units, each consisting of one new share in the Company, each with a nominal value of NOK 0.10 and one warrant of series T01 (the "Warrants"), with preferential rights for existing shareholders per unit (the "Units"), amounting to approximately NOK 35 million (the "Rights Issue"). The subscription price in the Rights Issue is NOK 0.60 per Unit on Euronext Growth Oslo and SEK 0.59 per Unit on Nasdaq First North Growth Market Sweden, based on the European Central Bank's published exchange rate on 7 November 2023 (the "Subscription Price").
Reference is further made to the stock exchange announcement published by the Company on 24 November 2023 where the Company announced that the prospectus pertaining to the Rights Issue had been approved and registered by the Swedish Financial Supervisory Authority (the "Prospectus"). The Prospectus has also been passported to Norway.
Availability of the prospectus:
Subject to applicable local securities laws, the prospectus for the Rights Issue is available on the Company's website www.zwipe.com and will also be available on the Swedish Financial Supervisory Authority's website, www.fi.se.
Eligibility:
The shareholders of the Company on 22 November 2023 (the "Eligible Shareholders") (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the "VPS") as at the expiry of 24 November 2023 (the "Record Date") has been granted one (1) subscription right for each share registered as held by the shareholder as of the Record Date (the "Subscription Rights"). One (1) Subscription Right is required to subscribe for one (1) Unit. Each Unit consists of one (1) new share and one (1) Warrant. The Subscription Rights will be registered on each Eligible Shareholders' VPS account.
Allocation of Subscription Rights:
One Subscription Right provides preferential right to subscribe for, and be allocated, one Unit at the Subscription Price (subject to applicable law in the relevant jurisdiction of an Eligible Shareholder). Eligible Shareholders will be allocated one (1) Subscription Right for every one (1) existing share registered as held by such eligible shareholder as of the Record Date. For a description of the allocation procedure, acquisition and/or exercise of Subscription Rights, reference is made to the section headed "Terms and Conditions of the Offering" under sub-heading "Allocation of the Units" in the Prospectus.
Subscription Period: The subscription period in the Rights Issue taking place on Euronext Growth Oslo will commence at 09:00 hours (CET) on 28 November 2023 and expire at 16:30 hours (CET) on 13 December 2023. The subscription period in the Rights Issue for the part of the Rights Issue taking place on Nasdaq First North Growth Market Sweden will commence at 09:00 hours (CET) on 28 November 2023 and expire at 16:30 hours (CET) on 12 December 2023.
Trading in Subscription Rights: The Subscription Rights will be listed and tradable on the Oslo Stock Exchange under the ticker "ZWIPT" from 09:00 hours (CET) on 28 November 2023 to 16:30 hours (CET) on 7 December 2023 on Euronext Growth Oslo and Nasdaq First North Growth Market Sweden. Subscription Rights that are not used to subscribe for Units or sold before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. The Subscription Rights may have economic value if the Company's shares trade above the Subscription Price during the Subscription Period.
Change in share capital, number of shares and dilution:
Based on the outstanding number of shares as of today, the share capital in the Company increases through the Rights Issue by a maximum of NOK 5,841,373.20, from NOK 5,841,373.20 to a maximum of NOK 11,682,746.40, through the issuance of a maximum of 58,413,732 shares. The number of shares increases from 58,413,732 to a maximum of 116,827,464 shares. For existing shareholders who do not participate in the Rights Issue, this implies a dilution effect of 50.0 percent in the case of full subscription.
Upon full subscription in the Rights Issue and subsequent subscription of NOK 5 million in the Convertible Loan (as defined below), the number of shares will increase by a further 6,410,256 to 123,237,720 shares and the share capital by NOK 641,025.60 to NOK 12,323,772.00 given full conversion of the Convertible Loan.
In the event that all outstanding warrants issued in the Rights issue are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by a further 29,206,866 to a total of 152,444,586 shares and the share capital will increase by NOK 2,920,686.60 to a total of NOK 15,244,458.60.
In the event that all outstanding warrants issued in connection with the Convertible Loan are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by a further 3,205,128 to a total of 155,649,714 shares and the share capital will increase by 320,512.80 to a total of 15,564,971.40 SEK.
Subscription Price:
The subscription price in the Rights Issue is NOK 0.60 per Unit on Euronext Growth Oslo and SEK 0.59 per Unit on Nasdaq First North Growth Market Sweden, based on the European Central Bank's published exchange rate on 7 November 2023.
Pre-commitment and bottom guarantee commitments:
In connection with the Rights Issue, the Company has received subscription commitments from a number of existing shareholders totaling approximately NOK 8.8 million, corresponding to approximately 25 percent of the Rights Issue. No compensation is paid for these subscription commitments.
In addition, Zwipe has received so-called bottom guarantee commitments of approximately NOK 15.8 million. Through the bottom guarantees, provided that subscription takes place to an amount at least equivalent to the subscription commitments, approximately 70 percent of the issue proceeds in the Rights issue is secured. For the so-called bottom guarantees, a compensation of thirteen (13) percent of the guaranteed amount is paid. The subscription commitments and bottom guarantee commitments are not secured by bank guarantee, escrow funds, pledging or similar arrangements. Detailed information regarding the parties that have entered into subscription commitments and guarantee undertakings can be found in the Prospectus.
Top guarantee commitment and new issue of the Convertible Loan and Warrants pursuant to the top guarantee commitment
Zwipe has received a so-called top guarantee of approximately NOK 10.5 million. Through the top guarantee, provided that subscription takes place to an amount at least equivalent to the subscription commitments and the bottom guarantee commitments, 100 percent of the issue proceeds in the Rights Issue is secured. For the so-called top guarantee, a compensation of fifteen (15) percent of the guaranteed amount is paid. The top guarantee commitment is not secured by bank guarantee, escrow funds, pledging or similar arrangements. In the event that the top guarantor needs to fulfill its top guarantee commitment, the subscription amount shall be paid to the Company by the top guarantor subscribing for a convertible loan in the Company of up to approximately NOK 10.5 million (the "Convertible Loan"). The total subscription price for the Convertible Loan will be equivalent to the total subscription price of the Rights Issue, minus the subscription price of the units subscribed by the existing shareholders of the Company and the units subscribed by the bottom guarantors. However, the subscription price shall not be less than NOK 5.0 million. For instance, if the Rights Issue is subscribed to 75%, the top guarantor will subscribe in the Convertible Loan for 25% of the Rights Issue. If the Convertible Loan is subscribed to 95%, the top guarantor will subscribe for 5% of the Rights Issue, adjusted up to an amount equal to base amount of NOK 5.0 million. This means that the total potential funds raised in the Rights Issue and the Convertible Loan could amount to approximately NOK 40.0 million in aggregate. The Convertible Loan carries an annual interest rate of 10 percent + STIBOR 3M of the loan amount. The interest will be paid by the Company quarterly in cash. The maturity date of the Convertible Loan is 20 December 2024, to the extent conversion has not taken place before such date. The conversion price is 130 percent of subscription price in the Rights issue, which is equal to NOK 0.78 per share. The top guarantor will also have the right and obligation to subscribe for Warrants free of charge in relation to the subscription price for the Convertible Loan. The number of Warrants the top guarantor shall be entitled to subscribe for will amount to the maximum number of Units in the Rights Issue less the aggregate number of Units subscribed for by existing shareholders in the Company and Units subscribed for under the bottom guarantee commitments divided by 0.78. Detailed information regarding the top guarantor can be found in the Prospectus.
Financial Intermediaries: If an Eligible Shareholder holds shares in the Company registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the aggregate number of the Subscription Rights to which they will be entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Listing and Commencement of trading of the new shares: Subject to timely payment of the entire subscription amount in the Rights Issue, it is expected that the new shares will be issued and delivered to the VPS accounts of the subscribers to whom they are allocated on or about 28 December 2023. The new shares allocated in the Rights Issue are expected to commence trading on Euronext Growth Oslo and Nasdaq First North Growth Market Sweden on or about 28 December 2023.
DNB Bank ASA, Issuer Services, is acting as receiving agent in the Rights Issue.
Advokatfirmaet Schjødt AS is acting as the Company's legal adviser in connection with the Rights Issue.
For further details of the terms of the Rights Issue, please refer to the Prospectus.
#####
This information is published in accordance with the requirements of the
Continuing Obligations set out in Euronext Growth Rule Book Part II for Euronext
Growth Oslo.
#####
For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
#####
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer
future. We work with great passion across networks of international
organizations, industries and cultures to make convenience safe and secure. We
are pioneering next-generation biometric card and wearables technology for
payment and physical & logical access control and identification solutions. We
promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and
services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
#####
IMPORTANT NOTICE
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IN WHOLE OR IN PART WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN ZWIPE AS. SEE THE "IMPORTANT INFORMATION" SECTION BELOW.
OSLO, NORWAY - 24 NOVEMBER 2023 - Zwipe AS (“Zwipe” or the “Company”) announces that the prospectus relating to the Company’s rights issue of units consisting of shares and warrants (the “Rights Issue”) has been approved and registered by the Swedish Financial Supervisory Authority and is available on the Company’s website www.zwipe.com and will also be available on the Swedish Financial Supervisory Authority’s website, www.fi.se.
The prospectus can be ordered from Zwipe by e-mail: ir@zwipe.com subject to certain legal restrictions. The prospectus is available on the Company’s website, https://www.zwipe.com/investors/reports, and will also be available on the Swedish Financial Supervisory Authority’s website, http://www.fi.se.
Timetable for the Rights Issue
Advisors
Hagberg & Aneborn Fondkommission is the financial advisor and Advokatfirman Schjødt is the legal advisor to Zwipe in connection with the Rights Issue.
##########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 13.00 CET on 24 November 2023.
##########
For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
##########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
##########
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is kept available at, inter alia, Zwipe's website.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
Issuer name: Zwipe AS
Ex. date: 23 November 2023
Type of corporate action: Rights issue
########
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer
future. We work with great passion across networks of international
organizations, industries and cultures to make convenience safe and secure. We
are pioneering next-generation biometric card and wearables technology for
payment and physical & logical access control and identification solutions. We
promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and
services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
This is information that Zwipe AS is obligated to make public pursuant to the
continuing obligations of companies admitted to trading on Euronext Growth Oslo.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
OSLO, NORWAY – 22 November 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") on 8 November 2023 and the notice dated 8 November 2023 of an extraordinary general meeting in the Company to be held on 22 November 2023 (the "EGM").
All the items on the agenda were addressed and approved. Attached are the minutes of the EGM. The attendants of the EGM represented 33.26% of the votes in the company.
######
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 12:00 on 22 November 2023.
######
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence. To learn more, visit http://www.zwipe.com.
######
For more information, please contact
Danielle Glenn
CFO and Head of IR, Zwipe AS
E-mail: ir@zwipe.com
OSLO, NORWAY – 8 NOVEMBER 2023 - Reference is made to the stock exchange announcement published by Zwipe AS (the "Company" or "Zwipe") earlier on 8 November 2023, regarding a contemplated rights issue in the Company, raising gross proceeds of approximately NOK 35 million (the "Rights Issue”). In relation thereto, the Board of Directors of Zwipe (the "Board") calls for an Extraordinary General Meeting (the "EGM") to be held on 22 November 2023 at 10:00 (CET). The general meeting will be held as a virtual meeting on Microsoft Teams.
Please find attached the notice to the EGM. The notice is also available on the Company's website, https://zwipe.com/investors.
The deadline for registration of attendance, proxies and advance voting for direct shareholders is 21 November 2023 at 16:00 hours (CET). Holders of nominee registered shares must register attendance, proxies and advance voting no later than within 20 November 2023 at 16:00 hours (CET). Shareholders are encouraged to register their notice of attendance and proxies via the link found here: https://zwipe.com/investors/general-meetings
Alternatively, the attached notice of attendance and proxy forms may be sent by e-mail to genf@dnb.no, or by regular post to DNB Bank ASA, Registrar's Department, P.O.Box 1600 Sentrum, 0021 Oslo, Norway.
In order to receive the link to the Microsoft Teams meeting, Zwipe's administration will need to have the shareholder's or proxy holder's e-mail address in advance. Thus, shareholders must after having registered their attendance also register their or its proxy's e-mail address by sending an email to ir@zwipe.com.
The Board has proposed the following agenda:
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About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com.
########
This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se. The information was submitted for publication, through the agency of the contact person set out below, at 15:00 CET on 8 November 2023.
########
For more information, please contact:
Danielle Glenn, CFO and Head of IR
ir@zwipe.com
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
Reference is made to the stock exchange announcement published by Zwipe AS ("Zwipe" or the "Company") on 8 November 2023, in which the Company announced that its board of directors has resolved to propose that the Company carries out a new issue of units, each consisting of one share and one warrant, with preferential rights for existing shareholders amounting to approximately NOK 35 million (the "Rights Issue").
Date on which the terms and conditions of the rights issue were announced: 8 November 2023
Ex-date: 23 November 2023
Date of approval: 22 November 2023
Record Date: 24 November 2023
Maximum number of new shares: 58,413,732
Maximum number of new warrants: 58,413,732
Subscription price per share: 0.60 per share
Ratio preferential rights: One right per share held in the Company
Subscription ratio: One right entitles the holder to subscribe for one share and one warrant
Manager and bookrunner: Hagberg & Aneborn Fondkommission AB
Settlement agent: DNB Bank ASA
Will the rights be listed: The Company will apply for listing of the rights on Euronext Growth and Nasdaq First Growth Market
ISIN for the rights: To be announced when assigned
Other information:
The Rights Issue is structured in a manner where each right gives the holder the right to subscribe for one share and one warrant (Norwegian: frittstående tegningsrett), with a combined subscription price of NOK 0.60, representing a subscription price per share of NOK 0.60 and no consideration for the warrant. Each warrant holder may exercise all or some of its warrants in the period beginning on 2 December 2024 and ending on 13 December 2024. Two warrants give the right to require issue of one ordinary share. Exercise shall be carried out by written notice, which shall be received by the Company within the abovementioned exercise period. The subscription price upon exercise of the warrants shall for subscription of one share in the Company be 70% of the ten-day VWAP (Volume Weighted Average Price) Company's shares on Euronext Growth Oslo the last ten (10) trading days prior to commencement of the Exercise Period, but never lower than NOK 0.10 per share and never higher than 1.20 per share.
Out of the maximum number of new shares to be issued in the rights issue, a maximum of 14,367,509 new shares will be issued to the part of the shareholder based which trades shares in Norway through Euronext Securities Oslo (VPS) (the "Norwegian Offering"), and a maximum of 44,046,223 new shares will be issued to the part of the shareholder based which trades shares in Sweden through Euroclear Sweden AB (the "Swedish Offering"). The split is based on the relationship between the trade in the two countries as per the end of 7 November 2023, and there will from and including 7 November 2023 temporarily be imposed a block for repositioning of trading in the shares in the Company between the two systems until and including the record date in the Rights Issue.
In the Swedish Offering, the subscription price of NOK 0.60 shall be settled in SEK, and will be fixed at SEK 0.59, based on the European Central Bank's published exchange rate on 7 November 2023. According to the Norwegian Private Limited Liability Companies Act (the "NPLCA") regulations, settlements in a currency other than NOK are considered as an in-kind contribution, and the Board has in this respect prepared a statement in accordance with the NPLCA Section 2-6, cf. Section 10-2, which will be confirmed by the Company's auditor, BDO AS. The Board's statement with the auditor's confirmation, will be made available at the Company's website: www.zwipe.com.
This information is published in accordance with the requirements of the continuing obligations for issuers listed on Euronext Growth.
For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
IMPORTANT NOTICE
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.
OSLO, NORWAY – 8 NOVEMBER 2023 - The board of directors (the "Board") of Zwipe AS ("Zwipe" or the "Company") has today, 7 November 2023, resolved to propose that the Company carries out a new issue of units, consisting of shares and warrants, with preferential rights for existing shareholders raising gross proceeds of approximately NOK 35.0 million (the "Rights Issue"). Approximately NOK 24.5 million of the Rights Issue is guaranteed through subscription commitments and so-called bottom guarantee commitments. Furthermore, the Company has received a so-called top guarantee commitment of an amount corresponding to approximately NOK 10.5 million. In the event that the top guarantor needs to fulfill its top guarantee commitment, the subscription amount shall be paid to the Company by the top guarantor subscribing for a convertible loan in the Company (the "Convertible Loan"). Thus, the Board has also resolved to propose that the Company carries out a new issue of the Convertible Loan of up to approximately NOK 10.5 million. The subscription commitments, the bottom guarantee commitments and the top guarantee commitment, entail that the Company shall receive at least approximately NOK 35.0 million before issue costs in connection with the Rights Issue. The Rights Issue and the new issue of the Convertible Loan requires approval by the extraordinary general meeting of the Company expected to be held on 22 November 2023 (the "EGM") to be implemented. The notice of the EGM will be published in a separate press release.
Background and reason for the Rights Issue
Zwipe is a Norwegian biometric authentication technology company established in 2009, focused on developing and commercializing secure, fast, and easy-to-use biometric authentication solutions with broad applications across key verticals such as payments and access control.
Zwipe continues to make considerable progress within Zwipe Pay even if market adoption during 2023 has been slower than anticipated. Zwipe has more than 20 partners worldwide, and Zwipe’s partners are currently in discussions with more than 50 potential issuers regarding pilots and launches of biometric payment cards (“BPCs”) based on Zwipe’s platform. In the second quarter of 2023, Kuwait International Bank and Middle East Payment Services were responsible for the first commercial launches of Zwipe’s biometric payment cards. Discussions are ongoing about introducing BPCs to wider segments of their customer base in fairly short order. These two launches have also attracted significant attention from other financial institutions in the region, and several banks are considering going straight to a commercial pre-launch of BPCs and skipping over a typically lengthy pilot period. In Europe and APAC, Zwipe and its partners are intently focusing on launching BPCs with fintechs, who have the potential to move faster in deploying BPCs than more traditional banks.
Within Access, Zwipe continues to foster strategic partnerships that enhance reach and credibility within the industry. Zwipe’s partners include such major players as Schneider Electric, Certego, AWT, MC Dean, and Matrix and proofs of concept and testing are currently being carried out with clients such as Berkshire Hathaway Energy Group, Richmond International Airport, Prosegur Grupo, global Top 100 tech company, and a global Top 3 cloud services provider.
In June 2023, the company announced a streamlining and the full effects of that streamlining are only being seen now in the fourth quarter 2023. H1 2024 operational costs are expected to be more than 40% lower than H1 2023. Management and the Board continue to evaluate strategic options and ways to operate the company in the most cost-efficient manner possible.
The Rights Issue is carried out in order to strengthen the Company's financial
position and to accelerate the commercialization of Zwipe’s biometric cards within payments and access control. Zwipe has made substantial progress in both Zwipe Pay and Zwipe Access, which the Company anticipates will translate to meaningful commercial traction and revenue in the coming quarters. With the company operating in a very cost-efficient manner, proceeds from the rights issue alongside available cash and possible additional cost saving measures are expected to support the Company throughout 2024 and in its transition to a phase of sustainable, long-term commercial success.
Robert Puskaric, CEO of Zwipe comments:
"Zwipe continues to see strong interest in bringing both biometric payment and access control cards to market globally. While commercial launches have not happened as fast as we would have liked thus far, signs still point to market adoption happening in the coming quarters. Proceeds from the rights issue will give us more financial flexibility and enable us to execute on our commercial objectives for both Zwipe Pay and Zwipe Access. We are operating in an efficient and agile manner and proceeds from the rights issue should support us in achieving significant commercial traction and positioning the company for sustainable, profitable growth."
Key terms of the Rights Issue
The Board has today resolved to propose that the EGM resolves on the Rights Issue of 58,413,732 transferable subscription rights (the "Subscription Rights") with preferential rights for existing shareholders, whereby one Subscription Right gives the right to subscribe for one unit ("Unit") consisting of (i) a new share in the Company, each with a nominal value of NOK 0.10, and (ii) a warrant of series T01 (the "Warrants") for a subscription price of NOK 0.60 per Unit. Two Warrants give the right to subscribe for one ordinary share in the Company in the period beginning on 2 December 2024 and ending on 13 December 2024. The subscription price in the Rights Issue is NOK 0.60 per Unit on Euronext Growth Oslo and SEK 0.59 per Unit on Nasdaq First North Growth Market Sweden. The subscription price per share corresponds to the subscription price per Unit. Thus, the Warrants are issued free of charge. Upon full subscription, the Company will initially receive approximately NOK 35.0 million in gross proceeds. If Warrants are exercised, the Company will receive additional proceeds in December 2024.
The shareholders of the Company on 22 November 2023 (and being registered as such in the Norwegian Central Securities Depository, Euronext Securities Oslo, (the "VPS") as at the expiry of 24 November 2023 (the "record date") will be granted one (1) Subscription Right for each share registered as held by the shareholder as of the record date. One (1) Subscription Right is required to subscribe for one (1) Unit. Each Unit consists of one (1) new share and one (1) Warrant.
Subscription of Units with or without preferential rights shall take place during the period 28 November 2023 - 13 December 2023. Subscription Rights that are not exercised during the subscription period become invalid and lose their value. Trading in Subscription Rights takes place on Nasdaq First North Growth Market and Euronext Growth Oslo during the period 28 November 2023 – 7 December 2023.
Pursuant to Section 10-4 of the Norwegian Private Limited Companies Act, the shareholders of the Company at the day of the EGM (as registered in the Company's shareholder register in VPS two trading days thereafter (the "EGM Record Date")), and who are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action, will be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of the EGM Record Date (the "Existing Shareholding"), and will receive Subscription Rights proportionate to their Existing Shareholding. The Company expects to apply for admission to trading of the Subscription Rights on Euronext Growth Oslo and Nasdaq First North Growth Market Stockholm.
Units will be allocated in the Rights Issue in accordance with the following criteria:
Two (2) Warrants entitle, during the period 2 December 2023 - 13 December 2024, to the subscription of one (1) new share in Zwipe at an exercise price corresponding to 70 percent of the volume-weighted average price paid for Zwipe's share on Euronext Growth Oslo during the 10 trading days that precedes the exercise period, however not less than NOK 0.10 and not more than NOK 1.20.
There will from and including 7 November 2023 temporarily be imposed a block for repositioning of trading in the shares in the Company between Euronext Securities Oslo (VPS) and Euroclear Sweden AB until and including the record date in the Rights Issue.Full terms and conditions for the Rights Issue as well as other information about the Company will be described in the EU Growth Prospectus, which is expected to be published around 24 November 2023.
Subscription commitments and bottom guarantee commitments
In connection with the Rights Issue, the Company has received subscription commitments from a number of existing shareholders totaling approximately NOK 8.8 million, corresponding to approximately 25 percent of the Rights Issue. No compensation is paid for these subscription commitments.
In addition, Zwipe has received so-called bottom guarantee commitments of approximately NOK 15.8 million. Through the bottom guarantees, provided that subscription takes place to an amount at least equivalent to the subscription commitments, approximately 70 percent of the issue proceeds in the Rights issue is secured. For the so-called bottom guarantees, a compensation of thirteen (13) percent of the guaranteed amount is paid.
The subscription commitments and bottom guarantee commitments are not secured by bank guarantee, escrow funds, pledging or similar arrangements.
Detailed information regarding the parties that have entered into subscription commitments and guarantee undertakings will be found in the EU Growth Prospectus which is planned to be published around 24 November 2023.
Top guarantee commitment and new issue of the Convertible Loan and Warrants pursuant to the top guarantee commitment
Zwipe has received a so-called top guarantee of approximately NOK 10.5 million. Through the top guarantee, provided that subscription takes place to an amount at least equivalent to the subscription commitments and the bottom guarantee commitments, 100 percent of the issue proceeds in the Rights Issue is secured. For the so-called top guarantee, a compensation of fifteen (15) percent of the guaranteed amount is paid. The top guarantee commitment is not secured by bank guarantee, escrow funds, pledging or similar arrangements.
In the event that the top guarantor needs to fulfill its top guarantee commitment, the subscription amount shall be paid to the Company by the top guarantor subscribing for the Convertible Loan. Thus, the Board has also resolved to propose that the Company carries out a new issue of the Convertible Loan of up to approximately NOK 10.5 million.
The total subscription price for the Convertible Loan will be equivalent to the total subscription price of the Rights Issue, minus the subscription price of the units subscribed by the existing shareholders of the Company and the units subscribed by the bottom guarantors. However, the subscription price shall not be less than NOK 5.0 million. For instance, if the Rights Issue is subscribed to 75%, the top guarantor will subscribe in the Convertible Loan for 25% of the Rights Issue. If the Convertible Loan is subscribed to 95%, the Top Guarantor will subscribe for 5% of the Rights Issue, adjusted up to an amount equal to base amount of NOK 5.0 million. This means that the total potential funds raised in the Rights Issue and the Convertible Loan could amount to approximately NOK 40.0 million in aggregate.
The Convertible Loan carries an annual interest rate of 10 percent + STIBOR 3M of the loan amount. The interest will be paid by the Company quarterly in cash. The maturity date of the Convertible Loan is 20 December 2024, to the extent conversion has not taken place before such date. The conversion price is 130 percent of subscription price in the Rights issue, which is equal to NOK 0.78 per share.
The top guarantor will also have the right and obligation to subscribe for Warrants free of charge in relation to the subscription price for the Convertible Loan. The number of Warrants the top guarantor shall be entitled to subscribe for will amount to the maximum number of Units in the Rights Issue less the aggregate number of Units subscribed for by existing shareholders in the Company and Units subscribed for under the bottom guarantee commitments divided by 0.78.
Detailed information regarding the top guarantor will be found in the EU Growth Prospectus which is planned to be published around 24 November 2023.
Preliminary time plan for the Rights Issue
22 November 2023: Last trading day including the right to receive subscription rights
23 November 2023: First trading day excluding the right to receive subscription rights
24 November 2023: Publication of prospectus
24 November 2023: Record date for participation in the Rights Issue
28 November – 7 December 2023: Trading in subscription rights at Nasdaq First North Growth Market Sweden and Euronext Growth Market Oslo
28 November – 12 December 2023: Subscription period on Nasdaq First North Growth Market Sweden
28 November – 13 December 2023: Subscription period on Euronext Growth Market Oslo
13 December 2023: Publication of preliminary outcome of the Rights Issue
Change in share capital, number of shares and dilution
Based on the outstanding number of shares as of today, the share capital in the Company increases through the Rights Issue by a maximum of NOK 5,841,373.20, from NOK 5,841,373.20 to NOK 11,682,746.40, through the issuance of a maximum of 58,413,732 shares. The number of shares increases from 58,413,732 to a maximum of 116,827,464 shares. For existing shareholders who do not participate in the Rights Issue, this implies a dilution effect of 50.0 percent in the case of full subscription.
Upon full subscription in the Rights Issue and subsequent subscription of NOK 5 million in the Convertible Loan, the number of shares will increase by a further 6,410,256 to 123,237,720 shares and the share capital by NOK 641,025.60 to NOK 12,323,772.00 given full conversion of the Convertible Loan.
In the event that all outstanding warrants issued in the Rights issue are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by a further 29,206,866 to a total of 152,444,586 shares and the share capital will increase by NOK 2,920,686.60 to a total of NOK 15,244,458.60. In the event that all outstanding warrants issued in connection with the Convertible Loan are fully exercised for the subscription of new shares in Zwipe, the number of shares will increase by a further 3,205,128 to a total of 155,649,714 shares and the share capital will increase by 320,512.80 to a total of 15,564,971.40 SEK.
Extraordinary general meeting
The Rights Issue and the new issue of the Convertible Loan requires the approval by the EGM expected to be held on 22 November 2023 to be implemented. The notice of the EGM will be published in a separate press release.
Advisor
Zwipe has engaged Hagberg & Aneborn Fondkommission AB and Advokatfirmaet Schjødt AS as financial and legal advisors respectively in connection with the Rights Issue.
###
This information is subject to the disclosure requirements in the Market Abuse
Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 5-12,
and is information that Zwipe AS is obligated to make public pursuant to the
continuing obligations of companies admitted to trading on Euronext Growth Oslo
(Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth
Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se.
The information was submitted for publication, through the agency of the contact
person set out below, at 07:30 on 8 November 2023.
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer
future. We work with great passion across networks of international
organizations, industries and cultures to make convenience safe and secure. We
are pioneering next-generation biometric card and wearables technology for
payment and physical & logical access control and identification solutions. We
promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and
services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit http://www.zwipe.com
For further information contact:
Danielle Glenn, CFO and Head of IR, Zwipe
E-mail: ir@zwipe.com
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Zwipe in any jurisdiction, either from Zwipe or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish and Norwegian law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Offers to the public will be permitted in Sweden and Norway from and including the date of approval of the prospectus by the competent authority in Sweden and the competent authority in Norway has been notified in accordance with the Prospectus Regulation, through to and including the end of the subscription period in the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First North Growth Market's rules for issuers.
