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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