NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, JAPAN, CANADA, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THE PRESS RELEASE.
The final outcome in Fingerprint Cards AB’s (publ) (“Fingerprints” or the “Company”) SEK 181.8 million rights issue of B-shares (“B-shares”) (the “Fully Guaranteed Rights Issue”) shows that 98,112,180 B-shares, corresponding to approximately 64.8 per cent of the B-shares offered, have been subscribed for with support of subscription rights. In addition, applications to subscribe for 11,539,586 B-shares without the support of subscription rights have been received, corresponding to approximately 7.6 per cent of the B-shares offered. The Fully Guaranteed Rights Issue is subscribed to approximately 72.4 per cent in total and thus approximately 27.6 per cent of the Fully Guaranteed Rights Issue has been subscribed by those who have entered into guarantee commitments.
The final outcome in Fingerprint’s SEK 3.4 million rights issue of A-shares (together with the Fully Guaranteed Rights Issue, the “Rights Issue”) shows that no A-shares have been subscribed for with the support of subscription rights or without the support of subscription rights.
Through the Rights Issue, Fingerprints will receive approximately SEK 181.8 million before deduction for transaction costs.
In total, 151,497,352 B-shares will be issued in the Rights Issue. Following registration of the Rights Issue with the Swedish Companies Registration Office, the Company’s share capital will increase by approximately SEK 6,596,574 to approximately SEK 25,080,052. The number of B-shares in the Company will increase with 151,497,352 to 568,115,071. The number of votes will increase with 151,497,352 to 646,865,071. The Rights Issue entails a total dilution effect of approximately 26 per cent.
Allotment of shares subscribed for without support of subscription rights will be made in accordance with the principles which are included in the prospectus published by the Company on 23 August 2023. Confirmation of the allotment to the persons subscribing for shares without the support of subscription rights will be provided by means of a settlement note to be distributed to each subscriber on or around 13 September 2023. Subscribed for and allotted shares shall be paid for in accordance with the instructions on the settlement note to be sent to the subscriber. Nominee registered shareholders will receive notice of the allotment in accordance with the procedures of the respective nominee.
The last day of trading in paid subscribed B-shares (BTA) is 14 September 2023. Shares subscribed for with the support of subscription rights, are expected to be registered with the Swedish Companies Registration Office on or around 15 September 2023 and shares subscribed for without the support of subscription rights will be registered with the Swedish Companies Registration Office on or around 19 September 2023. Expected first day of trading in the new B-shares is expected to be 20 September 2023.
Advisers
Carnegie Investment Bank AB (publ) acts as Sole Global Coordinator and Bookrunner. Gernandt & Danielsson Advokatbyrå KB is legal adviser to the Company.
About Fingerprints
Fingerprint Cards AB (Fingerprints) – the world’s leading biometrics company, with its roots in Sweden. We believe in a secure and seamless universe, where you are the key to everything. Our solutions are found in hundreds of millions of devices and applications, and are used billions of times every day, providing safe and convenient identification and authentication with a human touch. For more information visit our website, read our blog, and follow us on Twitter. Fingerprints is listed on Nasdaq Stockholm (FING B).
For information, please contact: Adam Philpott, CEO
This is the type of information that Fingerprint Cards AB (publ) is obligated to disclose pursuant to the EU’s Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on 13 September 2023 at 08.05 am CEST.
Important information
This press release does not contain and does not constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights, BTAs, convertibles or other securities in Fingerprints. Invitation to the persons concerned to subscribe for shares in Fingerprints will only be made through a prospectus that Fingerprints will publish on its website after approval and registration with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
The information in this press release may not be disclosed, published or distributed, directly or indirectly, in or into the United States (including its territories and possessions), Australia, Japan, Canada, Hong Kong, New Zealand, Singapore or South Africa or any other jurisdiction where distribution or publication would be illegal or require registration or other measures than those that follow from Swedish law. Actions that violate these restrictions may constitute a violation of applicable securities laws.
No shares, subscription rights, BTAs, convertibles or other securities have been registered, and no shares, subscription rights, BTAs, convertibles or other securities will be registered under the United States Securities Act of 1933 as amended (“Securities Act”) or the securities legislation of any state or other jurisdiction of the United States and no shares, subscription rights, BTAs, convertibles or other securities may be offered, sold, or otherwise transferred, directly or indirectly, within or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.
In any Member State of the European Economic Area (“EEA”), other than Sweden, Denmark, Finland and Norway, this press release is intended for and is directed only to qualified investors in the relevant Member State as defined in the Regulation (EU) 2017/1129 (together with associated delegated regulations and implementing regulations, the “Prospectus Regulation”), i.e. only to those investors who can receive the offer without an approved prospectus in such EEA Member State.
In the United Kingdom, this press release is only being directed and communicated to persons who are qualified investors as defined in Article 2(e) of the Prospectus Regulation (as incorporated into domestic law in the United Kingdom) who are (i) persons who fall within the definition of “professional investors” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (“the Regulation”), or (ii) persons covered by Article 49(2)(a) - (d) in the Regulation, or (iii) persons to whom the information may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) above are collectively referred to as “Relevant Persons”). Securities in the Company are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will only be processed in respect of Relevant Persons. Persons who are not Relevant Persons should not act based on or rely on the information contained in this press release.
Matters discussed in this press release may contain forward-looking statements. Such statements are all statements that are not historical facts and contain expressions such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “continues”, “should” and other similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although Fingerprints believes these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties, contingencies and other material factors that are difficult or impossible to predict and beyond its control. Such risks, uncertainties, contingencies and material factors could cause actual results to differ materially from those expressed or implied in this communication through the forward-looking statements. The information, perceptions and forward-looking statements contained in press release speak only as at its date, and are subject to change without notice.
