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Fingerprint Card Share Issue/Capital Change 2009

Sep 15, 2009

3048_rns_2009-09-15_7c0c874f-e2e8-4414-ac06-10cad5ff894d.pdf

Share Issue/Capital Change

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PRESS RELEASE Gothenburg September 15,2009

Fingerprint Cards to implement guaranteed rights issue

  • The Board of Directors of Fingerprint Cards AB (publ) ("Fingerprint Cards" or "the Company") took the decision on September 14, 2009, based on authorization from the Annual General Meeting on June 4, 2009, to implement a new share issue with preferential rights for existing shareholders ("rights issue") in an amount of SEK 49.6 M before guarantee and issue expenses.
  • The issue decision means that shareholders will be offered an opportunity to subscribe for one (1) new share for every one (1) existing share held. The issue price will be SEK 2.50 per share.
  • Class A shares will entitle the holder to subscription for Class A shares and Class B shares will entitle the holder to subscription of Class B shares.
  • The subscription period will extend from September 29, 2009 through October 13, 2009. The record date for receipt of subscription rights for the new issue is September 23, 2009.
  • The rights issue is fully guaranteed through subscription commitments, share subscription agreements and issue guarantees.

Background and reasons

Based on recently received orders and the general market information that the Company has received from its major customers in China, and in consideration of its planned entry into new geographic markets, the Company is planning for significantly higher production and sales in 2009, compared with 2008.

The three principal motives for the current Rights Issue are:

    1. To finance the increased need for working capital arising from the anticipated sales growth.
    1. To finance in part product development of a world-leading swipe sensor primarily optimized for the mobile phone market and based on the newly developed sensor platform.
    1. To finance increased marketing and sales efforts in existing markets and segments and to penetrate new geographic markets, such as India, Japan and South America.

For other information, refer to the presentation in the prospectus that will be published around September 21, 2009.

Subscription commitments and issue guarantees

The Board of Directors, management and major shareholders have provided subscription commitments and entered into subscription agreements corresponding to 6.6 percent of the capital. The remaining portion, corresponding to 93.4 percent of the rights issue, is guaranteed through issue guarantees. The rights issue is thus fully guaranteed.

Terms and conditions in brief and indicative time plan

The rights issue will comprise at most 19,834,793 shares, including 600,000 Class A shares and 19,234,793 Class B shares, each with a par value of SEK 0.20. The share capital will thus increase by at most SEK 3,966,958.60. Based on a subscription price of SEK 2.50, the proceeds will amount to SEK 49.6 M before guarantee and issue expenses. The terms and conditions are summarized briefly below, together with an indicative timetable for the rights issue.

Preferential rights for shareholders will be in relation to existing holdings on the record date of September 23, 2009: One (1) existing Class A share will entitle the holder to receipt of one (1) Class A subscription right. For subscription of a Class A share, one (1) Class A subscription right will be required. One (1) existing Class B share will entitle the holder to one (1) Class B subscription right. For subscription of a Class B share, one (1) Class B subscription right will be required.

The subscription price is set at SEK 2.50 per new Class A and Class B share.

Indicative timetable

  • The final date for trading in the Fingerprint Card share including rights to receive subscription rights will be September 18, 2009.
  • The Prospectus will be published around September 21, 2009.
  • The record date for receiving subscription rights will be September 23, 2009.
  • Trading in subscription rights will take place during the period from September 29 through October 8, 2009.
  • The subscription period will extend from September 29 through October 13, 2009.

The Prospectus, application form and issue statement will be distributed directly to registered shareholders beginning around September 25, 2009.

Financial advisors

Evli Bank, Plc is the financial advisor and Wistrand Advokatbyrå is the legal advisor to Fingerprint Card in conjunction with the forthcoming rights issue.

This press release may not be distributed or published in the US, Australia, Japan, New Zealand or Canada. The offer is not intended for persons whose participation requires additional prospectuses, registration or measures other than those pursuant to Swedish law.

For further information, please contact: Johan Carlström President & CEO Fingerprint Cards AB +46 31 60 78 20, [email protected] www.fingerprints.com