Due to restrictions pursuant to applicable securities laws, the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in certain jurisdictions.
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THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
The information contained herein and on the pages that follow does not constitute or form part of any offer of units, unit rights, warrants, hybrid equity instruments or other securities for sale or a solicitation of an offer to purchase units, unit rights, warrants, hybrid equity instruments or other securities in any jurisdiction in which such offers or sales are unlawful. Units, unit rights, warrants, hybrid equity instruments or other securities (together the “Securities”) referred to herein and on the pages that follow have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any securities laws of any state or other jurisdiction of the United State, and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act and in accordance with the securities legislation in the relevant state or other jurisdiction of the United States. No public offering of the Securities is being made in the United States. Furthermore, the Securities have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, Hong Kong, New Zealand, Singapore or South Africa, or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or sold to or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Japan, Hong Kong, New Zealand, Singapore or South Africa or any other jurisdiction in which it would be unlawful or would require registration or other measures.
Any offer of the Securities in any member state of the European Economic Area (the “EEA”) (each a “Member State”) (with the exception of Sweden, Denmark, Finland and Norway) will be made pursuant to an exemption under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”) from the requirement to publish a prospectus for offers of securities. As a consequence, the Securities may only be sold in any Member State pursuant to an exemption under the Prospectus Regulation. This portion of the website is directed only at persons in Member States of the EEA other than Sweden, Denmark, Finland and Norway who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investors”).
The information on this part of the website is for distribution only to persons who are “qualified investors” within the meaning Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 in the United Kingdom. The information on this part of the website is only being distributed to and is only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”); or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). The Securities in the Company are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the information on this part of the website.
Access to the information and documents contained in this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information and documents. All persons residing outside of Sweden who wish to have access to the documents contained in this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of Securities by them. No such registration or approval has been obtained outside Sweden. Fingerprint Cards AB (publ) assumes no responsibility if there is a violation of applicable law and regulations by any person.
While Fingerprint Cards AB (publ) believes that the information posted on the following pages is accurate and complete as of the posted date, and while Fingerprint Cards AB (publ) may post new information from time to time, Fingerprint Cards AB (publ) does not assume any obligation to update or correct such information and explicitly disclaims any duty to do so.
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Rights Issue 2022
On 10 October 2022, Fingerprints Cards AB’s (publ) (”Fingerprints or the ”Company”) board resolved on a rights issue of A-units (consisting of shares of series A and warrants entitling to subscription of shares of series A) and B-units (consisting of shares of series B and warrants entitling to subscription of shares of series B) in the Company with preferential right for the shareholders of the Company (the “Rights Issue”). The Rights Issue was approved by the extraordinary general meeting in the Company, held on 2 November 2022. The net proceeds from the Rights Issue will improve Fingerprints cash position, cure the maintenance test covenant and be used to finance (i) expenditure in the ordinary course of business, including various customer projects, investments in research and development regarding the Company’s products as well as supplier costs and (ii) inventory ramp up within the product segments Mobile, Payments, PC and Access.
Current shareholders of A-shares in Fingerprints, on the record date 8 November 2022, will be allotted one (1) unit right per one (1) existing A-share, of which 16 such unit rights entitles to subscribe for one (1) A-unit in the Rights Issue. In addition, current shareholders of B-shares in Fingerprints on the record date 8 November 2022 will be allotted one (1) unit right per one (1) existing B-share, of which 16 such unit rights entitles to subscribe for one (1) B-unit in the Rights Issue.
In total 375 000 A-units and 19,838,939 B-units will be issued. Each A-unit consists of five (5) A-shares and one (1) warrant issued without cost entitling to subscription of one (1) A-share. Each B-unit consists of five (5) B-shares and one (1) warrant issued without cost entitling to subscribe for one (1) B-share. This entails that (i) not more than 1,875,000 new A-shares and 375,000 warrants entitling to subscribe for a corresponding number of A-shares will be issued, and (ii) not more than 99,194,695 new B-shares and 19,838,939 warrants entitling to subscribe for a corresponding number of B-shares will be issued.
The subscription price per A-unit and B-unit, respectively, have been set to SEK 15.1, which corresponds to an implied subscription price of approximately SEK 3.02 per A-share and B-share, respectively. The Company will thus obtain at most a net proceed amounting to approximately SEK 305.2 million before deduction of transaction costs related to the Rights Issue.
Further information on the Rights Issue will found in the prospectus published in accordance with the time plan below.
31 October 2022 – Publication of the final terms for the Rights Issue
2 November 2022 – Extraordinary General Meeting
4 November 2022 - Last day of trading in shares including right to receive unit rights
7 November 2022 – First day of trading in shares excluding right to receive unit rights
7 November 2022 – Publication of prospectus
8 November 2022 – Record date for the right to subscribe for units in the Rights Issue
10 November 2022 – 21 November 2022 – Trading in unit rights
10 November 2022 – 24 November 2022 – Subscription period
10 November 2022 – 2 December 2022 – Trading in BTUs
25 November 2022 – Expected announcement of the outcome in the Rights Issue
8 December 2022 – Expected first day of trading in B-shares and warrants entitling to subscribe for B-shares
PLEASE NOTE: Shareholders whose holdings are nominee-registered and who wish to subscribe for Units by exercising unit rights shall register for subscription in accordance with instructions from their respective nominee.
Subscription for Units by exercising unit rights is made through a cash payment, by using either the pre-printed bank giro slip or by the applicable application form with simultaneous payment according to one of the following alternatives:
- Bank giro slip is used if all unit rights according to the issue statement from Euroclear Sweden is to be used.
- The application form for subscription by exercising unit rights is used if unit rights have been purchased, sold or transferred from another securities account (Sw. VP-kontonummer) or if for any other reasons a different number of unit rights than those stated in the pre-printed issue statement are to be used for subscription. Payment for subscribed Units must be made at the same time as the submission of the application form for subscription by exercising unit rights. The payment shall be made in the same way as for other bank giro payments, for example through internet banking, account transfer or at a bank office. Upon payment, the security account number where the unit rights are held must be provided. The application form and payment must be received by Carnegie no later than 15.00 CET on 24 November 2022.
Application for subscription for Units without exercising unit rights must be made on a specific application form for subscription without exercising unit rights. Incomplete or incorrectly completed application form may be disregarded.