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, SWITZERLAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH 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.
On 16 July 2023, the board of directors in Fingerprint Cards AB (publ) (“Fingerprints” or the “Company”) announced that the board of directors resolved to, subject to subsequent approval by the extraordinary general meeting on 18 August 2023 (the “EGM”), carry out a rights issue comprising a fully guaranteed rights issue of B-shares of approximately MSEK 180 (the “Fully Guaranteed Rights Issue”) and a rights issue of A-shares of approximately MSEK 3.4 (together with the Fully Guaranteed Rights Issue, the “Rights Issue”). Today Fingerprints’ board of directors announce the final terms of the Rights Issue. The subscription price in the Rights Issue has been set to SEK 1.2 per new share and shareholders in Fingerprints as of the record date have preferential rights to subscribe for four (4) new shares per eleven (11) existing shares of the same share class.
- Current holders of A-shares in Fingerprints as of the record date 24 August 2023 will be allotted one (1) subscription right for each existing A-share held on the record date, whereby eleven (11) subscription rights entitles to subscription of four (4) A-shares, i.e. a subscription ratio of 11:4. In addition, current holders of B-shares in Fingerprints as of the record date 24 August 2023 will be allotted one (1) subscription right for each existing B-share held on the record date, whereby eleven (11) subscription rights entitles to subscription of four (4) B-shares, i.e. a subscription ratio of 11:4.
- A total of not more than 2,863,636 A-shares and not more than 151,497,352 B-shares will be issued, entailing an increase of the Company’s share capital by not more than SEK 6,721,264.
- The subscription price is SEK 1.2 per new share, corresponding to total issue proceeds of not more than approximately MSEK 185.2 before deduction of transaction costs related to the Rights Issue.
- The subscription price of SEK 1.2 per share corresponds to a discount of approximately 28 percent compared to the theoretical price after separation of subscription rights, based on the closing share price of Fingerprints’ B-share on Nasdaq Stockholm on 16 August 2023.
- The record date for the Rights Issue is 24 August 2023 and the subscription period runs from and including 28 August 2023 up to and including 11 September 2023.
- The last day of trading in B-shares including the right to participate in the Rights Issue is 22 August 2023.
- The Rights Issue is subject to the approval by the EGM to be held on 18 August 2023.
- Certain of the Company’s shareholders (including senior executives and board members) have undertaken to subscribe for new B-shares for a total amount of approximately MSEK 1.4, corresponding to approximately 0.8 percent of the Fully Guaranteed Rights Issue. In addition, certain external investors and an existing shareholder have entered into guarantee commitments corresponding to 100 percent of the Fully Guaranteed Rights Issue. The Fully Guaranteed Rights Issue is thus fully covered by subscription undertakings and guarantee commitments.
Terms for the Rights Issue
Shareholders of A-shares and B-shares, which on the record date 24 August 2023 are registered as shareholders in Fingerprints in the share register maintained by Euroclear Sweden AB, have preferential rights to subscribe for A-shares and B-shares, respectively, in relation to the number of A-shares and B-shares, respectively, held on the record date. Shareholders of A-shares will receive one (1) subscription right for each A-share held on the record date, whereby eleven (11) subscription rights entitles to subscription of four (4) new A-shares. Shareholders of B-shares will receive one (1) subscription right for each B-share held on the record date, whereby eleven (11) subscription rights entitles to subscription of four (4) new B-shares. Thus, a total of not more than 2,863,636 A-shares and not more than 151,497,352 B-shares will be issued, entailing an increase of the Company’s share capital by not more than SEK 6,721,264. The subscription price is SEK 1.2 per new share, corresponding to total issue proceed of not more than approximately MSEK 185.2 before deduction of transaction costs related to the Rights Issue, assuming that the Rights Issue is fully subscribed.
In the event that not all shares are subscribed for by exercising subscription rights, the Company’s board of directors shall, within the maximum amount of the Rights Issue, decide on the allotment of shares subscribed for without subscription rights. In such cases, allotment of new shares shall be carried out in accordance with the following. Firstly, allotment of shares shall be granted to those who have also subscribed for new shares by exercising subscription rights, regardless if they were registered as shareholders on the record date on 24 August 2023 or not and, in the event of over-subscription, pro rata in relation to the number of subscription rights exercised for subscription of shares by that individual, and, to the extent this is not possible, by drawing lots. Secondly, allotment of shares shall be granted to others who have subscribed for new shares without exercising subscription rights and, in the event of over-subscription, pro rata in relation to the number of shares such individual have applied to subscribe for, and, to the extent this is not possible, by drawing lots. Thirdly and as the case may be, shares shall be allotted to the parties that have entered into guarantee commitments regarding the Rights Issue with the Company, pro rata in relation to such commitment.
The record date for determining which shareholders are entitled to subscribe for new shares is 24 August 2023. The B-shares are traded including right to participate in the Rights Issue up until 22 August 2023. The subscription period is expected to run between 28 August 2023 and 11 September 2023. Trading in B-subscription rights is expected to take place on Nasdaq Stockholm between 28 August 2023 and 6 September 2023, and trading in paid subscribed B-shares (Sw. betald tecknad aktie ”BTA”) is expected to occur between 28 August 2023 and 14 September 2023.
The Company’s board of directors will apply for admission to trading of the new B-shares on Nasdaq Stockholm. First day of trading is expected to be 20 September 2023. Neither the A-shares, the A-subscription rights or paid subscribed A-shares will be admitted to trading on Nasdaq Stockholm, other regulated market or an MTF.
Shareholders not participating in the Rights Issue will be subject to a dilutive effect corresponding to approximately 27 per cent upon full subscription in the Rights Issue. However, the shareholders have the possibility to partly be financially compensated for this dilution by selling their subscription rights.
Timetable for the Rights Issue
|Extraordinary general meeting||18 August 2023|
|Last day of trading in shares including the right to receive subscription rights in the Rights Issue||22 August 2023|
|First day of trading in shares excluding the right to receive subscription rights in the Rights Issue||23 August 2023|
|Publication of prospectus||23 August 2023|
|Record date for the Rights Issue||24 August 2023|
|Trading in subscription rights entitling to subscription of new B-shares in the Rights Issue||28 August 2023 – 6 September 2023|
|Subscription period in the Rights Issue||28 August 2023 – 11 September 2023|
|Trading with BTA in the Rights Issue (refers only to B-shares)||28 August 2023 – 14 September 2023|
|Expected publication of the outcome in the Rights Issue||13 September 2023|
|Subscription period for warrants of series 2022:1 and 2022:2||18 August 2023 – 14 September 2023|
|Record date in the bond redemption||21 September 2023|
|Redemption of the Company’s bonds||28 September 2023|
A prospectus relating to the Rights Issue is intended to be made available on 23 August 2023 on Fingerprints’ website, www.fingerprints.com/capital-raise-2023 and on Carnegie’s website, www.carnegie.se.
Carnegie Investment Bank AB (publ) acts as Sole Global Coordinator and Bookrunner. Gernandt & Danielsson Advokatbyrå KB is legal adviser to the Company.
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:
Ted Hansson, CEO
Per Sundqvist, CFO
+46(0)10-172 00 10
+46(0)10-172 00 20
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 person set out above, on 16 August 2023 at 7:00 pm CEST.
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.