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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.
2023-11-08 07:30:05
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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:

a. Allocation of Units shall be made according to granted or acquired
transferable subscription rights which have been validly exercised during the
subscription period.
b. Units not allocated pursuant to a) above, will be allocated to subscribers
who have exercised their transferable subscription rights and oversubscribed.
These subscribers will be allocated additional Units based on the amount of
transferable subscription rights exercised by each subscriber. To the extent
that pro rata allocation is not possible, the Company will determine the
allocation by drawing lots.
c. If not all Units in the Rights Issue are allocated pursuant to a) and b)
above, Units will be allocated to the guarantors who have entered into bottom
guarantee commitments, on a pro-rata basis based on the amount of each
guarantor's guarantee commitment. To the extent that pro-rata allocation is not
possible, the Company will determine the allocation by drawing lots.

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.