Fingerprint Cards AB (publ) resolves on an issue of convertible
bonds and announces that the condition for early redemption of its
bond loan 2021/2024 has been fulfilled
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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 board of Fingerprint Cards AB (publ) (“Fingerprints” or the
“Company”) has, based on an authorisation from the extraordinary
general meeting held on 18 August 2023, resolved to issue
convertible bonds with a nominal amount of MSEK 160 (“Tranche 1”)
to an entity managed by Heights Capital Management, Inc.
(“HCM”).
As previously announced in the press release on 16 July 2023,
the Company has entered into an agreement (the “Agreement”) with
HCM regarding an undertaking to subscribe for convertible bonds
convertible into B-shares in the Company (the “Convertible Bonds”)
in Tranche 1 with an option for the Company to issue additional
Convertible Bonds up to a total nominal amount of MSEK 90 to HCM,
that can be exercised under certain conditions and if the Company
so wishes (“Tranche 2”). The net proceeds from Tranche 1 and the
Company’s MSEK 181.8 rights issue of B-shares (the “Rights Issue”)
will be used to finance the early redemption of the Company’s
outstanding bond loan 2021/2024 (ISIN: SE0017071855) of MSEK 300
maturing in December 2024 (the “Existing Bonds”) as well as to
finance general corporate purposes, including increased investments
within the Company’s growth segment.
In connection to entering into the Agreement and resolving on
the issue of the Convertible Bonds in accordance with the
authorisation from the extraordinary general meeting held on 18
August 2023, the board of directors of the Company made the
following considerations. A condition for being able to carry out
the early redemption of the Existing Bonds within a desired
timetable, was that the Company obtained sufficient funds to secure
financing of the redemption proceeds within an acceptable time
period. The Company carefully considered the option to raise the
necessary funds to redeem the Existing Bonds through the issue of
the Convertible Bonds to existing shareholders. However, the
Company made the assessment that there would not be sufficient
interest among such existing shareholders given the complexity of
the Convertible Bonds. The issue of the Convertible Bonds also
contributes to the improvement of the Company’s capital structure
and risk level by providing for a more flexible financing solution.
The issue of the Convertible Bonds also results in an investment by
a strong and long-term investor which the Company believes will be
a benefit to it in the long-term. With regard to the above, it is
the board of directors’ overall assessment that the reasons clearly
and with sufficient strength outweigh the reasons motivating the
general principle that issues shall be carried out with
preferential rights for existing shareholders, and that an issue of
Convertible Bonds with deviation from the shareholders’
preferential rights is in the interest of the Company and all
shareholders.
Each Convertible Bond has a nominal amount of SEK 500,000 and
the Convertible Bonds are issued at a subscription price per
Convertible Bond of 92 percent of the nominal amount, corresponding
to SEK 460,000 per Convertible Bond. Since the subscription price
was determined on an arm’s length basis in the negotiation of the
Agreement with HCM, the board deems that the subscription price
accurately reflects current market conditions and demand. The
Convertible Bonds’ final maturity date is 3.5 years from 19
September 2023, to the extent that conversion has not taken place
prior to that date and the Convertible Bonds bear interest at a
rate of six (6) per cent per annum. For further information on the
Convertible Bonds, please refer to the press release from 16 July
2023.
The early redemption of the Existing Bonds was conditional upon
the successful settlement of Tranche 1 and the Rights Issue. This
condition has now been fulfilled and the early redemption is
therefore no longer conditional. The early redemption will occur on
28 September 2023 and the redemption amount will be paid to each
person who is registered as owner of Existing Bonds in the debt
register maintained by Euroclear Sweden at the end of business on
21 September 2023.
Advisers
Carnegie Investment Bank AB (publ) acts as financial adviser.
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,
CEOPer Sundqvist, CFO
Investor Relations:+46(0)10-172 00
10investrel@fingerprints.com
Press:+46(0)10-172 00 20press@fingerprints.com
The information was submitted for publication, through the
agency of the contact persons set out above, on 19 September
2023 at 4:00 pm
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.
- 230919 - Convertible bond, tranche 1
Grafico Azioni Fingerprint Cards AB (TG:FPQ1)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Fingerprint Cards AB (TG:FPQ1)
Storico
Da Giu 2023 a Giu 2024