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Zwipe AS Share Issue/Capital Change 2020

Oct 27, 2020

3797_rns_2020-10-27_9e2bdecd-0fa2-408d-90e9-fac15cbe9229.html

Share Issue/Capital Change

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Zwipe AS: Results of the Subsequent Offering

Zwipe AS: Results of the Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL.

OSLO, NORWAY - 27 October 2020 -

(Oslo, 27 October 2020) Reference is made to the stock exchange announcement

from Zwipe AS ("Zwipe" or the "Company") dated 20 October 2020 relating to the

subsequent offering and listing of up to  one million new shares in the Company,

each with a nominal value of NOK 0.10 (the "Offer Shares"), at a subscription

price of NOK 15.00 per Offer Share (the "Subscription Price") to be carried out

by the Company (the "Subsequent Offering").

The subscription period for the Subsequent Offering expired today, 27 October

2020, at 16:30 hours (CET). At the expiry of the subscription period, the

Company has received subscriptions for approximately 4.1 million Offer Shares

from eligible shareholders in the Subsequent Offering and other investors and

the Subsequent Offering has accordingly been significantly oversubscribed.

The allocation of the Offer Shares will be resolved by the board of directors in

accordance with the allocation criteria set out in the prospectus dated 19

October 2020 section 5.8. The board of directors will consider the subscriptions

and allocations of Offer Shares and resolve the capital increase pertaining to

the Subsequent Offering on 28 October 2020. The final results of the Subsequent

Offering will be published shortly thereafter. Letters regarding allocation of

Offer Shares and the corresponding subscription amount to be paid by each

eligible shareholder who has subscribed for Offer Shares in the Subsequent

Offering will be distributed on or about 28 October 2020. The subscription

amount for the Offer Shares is expected to fall due on or about 30 October 2020

as further described in the allocation letters.

Arctic Securities AS acts as manager in the Subsequent Offering. Simonsen Vogt

Wiig AS acts as Norwegian legal counsel to Zwipe and White & Case Advokat AB

acts as Swedish legal counsel to Zwipe.

Zwipe AS is obliged to make this information public pursuant to the Continuing

obligations of companies admitted to trading on Merkur Market and Nasdaq First

North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB,

[email protected], +46 (0) 8 528 00 399. The information was submitted for

publication, through the agency of the contact person set out above, at 20:30

CET on 27 October 2020.

This release is issued for information purposes only, and this document is not

an offer to sell or a solicitation of offers to purchase or subscribe for

shares. Copies of this document may not be sent to jurisdictions, or distributed

in or sent from jurisdictions, in which this is barred or prohibited by law. The

information contained herein shall not constitute an offer to sell or the

solicitation of an offer to buy, in any jurisdiction in which such offer or

solicitation would be unlawful absent registration, or an exemption from

registration or qualification under the securities laws of any jurisdiction.

This document is not for publication or distribution in, directly or indirectly,

Australia, Canada, Japan, the United States or any other jurisdiction in which

such release, publication or distribution would be unlawful, and it does not

constitute an offer or invitation to subscribe for or purchase any securities in

such countries or in any other jurisdiction. In particular, the document and the

information contained herein should not be distributed or otherwise transmitted

into the United States or to publications with a general circulation in the

United States of America. This document is not an offer for sale of securities

in the United States. Securities may not be offered or sold in the United States

absent registration with the United States Securities and Exchange Commission or

an exemption from registration under the U.S. Securities Act of 1933, as amended

(the "Securities Act"). The Company does not intend to register any part of the

offering in the United States or to conduct a public offering in the United

States of the shares to which this document relates. The Managers are acting for

the Company in connection with the Private Placement and no one else and will

not be responsible to anyone other than the Company for providing the

protections afforded to their respective clients or for providing advice in

relation to the Private Placement or any transaction or arrangement referred to

in this press release. This announcement and any materials distributed in

connection with this announcement may contain certain forward-looking

statements. By their nature, forward-looking statements involve risk and

uncertainty because they reflect Zwipe's current expectations and assumptions as

to future events and circumstances that may not prove accurate. A number of

material factors could cause actual results and developments to differ

materially from those expressed or implied by these forward-looking statements.

This information is subject to a duty of disclosure pursuant to Section 5-12 of

the Norwegian Securities Trading Act.

About Zwipe

Zwipe is pioneering the next generation contactless payments experience,

providing biometric payment cards and wearables that enable consumers to

authorize transactions with their fingerprints without compromising their

privacy. Together with an ecosystem of partners including global brands within

digital security and financial services, Zwipe is "Making Convenience Safe &

Secure" for banks, merchants and consumers. Zwipe's solutions address the

hygiene and data theft pitfalls inherent in traditional authentication methods.

Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next

great shift in payments from contactless to contact free. To learn more, visit

www.zwipe.com

For further information please contact: Lars Kristian Solheim, CFO, +47 991 66

135  [email protected]