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2025-02-20 Bokslutskommuniké 2024
2024-08-22 Kvartalsrapport 2024-Q2
2024-05-08 Ordinarie utdelning ZWIPE 0.00 NOK
2024-05-07 Årsstämma 2024
2024-02-22 Bokslutskommuniké 2023
2023-11-22 Extra Bolagsstämma 2023
2023-08-24 Kvartalsrapport 2023-Q2
2023-05-11 Årsstämma 2023
2023-04-28 Ordinarie utdelning ZWIPE 0.00 NOK
2023-02-03 Bokslutskommuniké 2022
2022-12-02 Extra Bolagsstämma 2022
2022-08-23 Kvartalsrapport 2022-Q2
2022-05-24 Ordinarie utdelning ZWIPE 0.00 NOK
2022-05-23 Årsstämma 2022
2022-02-23 Bokslutskommuniké 2021
2021-08-26 Kvartalsrapport 2021-Q2
2021-05-20 Ordinarie utdelning ZWIPE 0.00 NOK
2021-05-19 Årsstämma 2021
2021-02-25 Bokslutskommuniké 2020
2021-01-28 Extra Bolagsstämma 2021
2020-09-29 Extra Bolagsstämma 2020
2020-05-15 Ordinarie utdelning ZWIPE 0.00 NOK
2020-05-14 Årsstämma 2020
2019-12-02 Extra Bolagsstämma 2019
2019-05-14 Årsstämma 2019
2019-03-12 Bokslutskommuniké 2018

Beskrivning

LandNorge
ListaEuronext Growth Oslo
SektorInformationsteknik
IndustriProgramvara
Zwipe är ett teknikbolag. Bolaget är specialiserade inom biometri och kommersialisering av diverse autentiseringslösningar inom områdena betalning, ID och personlig åtkomst. Exempel på produkter innefattar kompatibla accessystem, fingertrycksavläsning samt digital ID-identifiering. Bolaget grundades under 2009 och har idag störst verksamhet inom Nordamerika, Europa och Asien.
2023-11-28 07:00:16
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.