Fingerprint Cards AB (publ) publishes final outcome in the rights
issue
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND,
RUSSIA, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. PLEASE
SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
The subscription period in Fingerprint Cards AB’s (publ)
(“Fingerprints” or the “Company”) partially guaranteed issue of new
shares of series B (“B-shares”) of up to approximately SEK 312.4
million with preferential rights for its existing shareholders (the
“Rights Issue”) ended on 17 June 2024. The final outcome in the
Rights Issue shows that 1,942,225,248 B-shares, corresponding to
approximately 55.9 percent of the B-shares offered in the Rights
Issue, have been subscribed for with support of subscription
rights. In addition, applications to subscribe for 63,912,695
B-shares without the support of subscription rights have been
received, corresponding to approximately 1.8 percent of the
B-shares offered in the Rights Issue. As of today, the Rights Issue
is thus subscribed for by approximately 57.8 percent in total,
entailing that approximately 30.2 percent of the Rights Issue shall
be subscribed for by those who have entered into guarantee
commitments pursuant to the terms of their respective guarantee
commitments. Of the 1,049,417,612 B-shares to be subscribed for by
the guarantors, 498,342,574 B-shares shall be subscribed for upon a
positive decision from the Inspectorate of Strategic Products (Sw.
Inspektionen för strategiska produkter) (the “ISP”) pursuant to the
Screening of Foreign Direct Investment Act (Sw. lag (2023:560) om
granskning av utländska direktinvesteringar).
The guarantee commitments entered into by an entity managed by
Heights Capital Management, Inc. (“HCM”) are, to the extent it
would entail that HCM’s shareholding corresponds to 10 percent or
more of the total number of votes in the Company, conditional upon
prior positive decisions from the ISP and the Danish Business
Authority (Da. Erhvervsstyrelsen) (“FDI Decision”). HCM has
informed Fingerprints that HCM has received such positive FDI
Decision from the Danish Business Authority, but that it awaits
such FDI Decision from the ISP as its phase two review of HCM is
still ongoing. This entails that HCM may at this stage subscribe
for 323,747,886 B-shares (corresponding to 9.99 percent of the
total number of votes in the Company) and that the remaining
498,342,574 B-shares not subscribed for by HCM now (“FDI Shares”),
shall be subscribed for by HCM upon such positive FDI Decision (the
“FDI Subscription”), in accordance with the separate subscription
period for the FDI Shares previously communicated. The Company will
publish a separate press release when HCM has obtained the FDI
Decision from the ISP.
The subscription of 2,006,137,943 B-shares by shareholders and
other investors, HCM’s initial subscription of 323,747,886 B-shares
and the 227,327,152 B-shares subscribed by the other guarantors,
amounting to a total of 2,557,212,981 B-shares, corresponding to
approximately 73.7 percent of the B-shares offered in the Rights
Issue, have thus been subscribed as of today (the “General
Subscription”). Through the General Subscription, Fingerprints will
receive proceeds of approximately SEK 230.1 million. Upon HCM
receiving a positive FDI Decision from the ISP, an additional
498,342,574 B-shares, corresponding to approximately 14.4 percent
of the B-shares offered in the Rights Issue, shall be subscribed
for by HCM. Through the FDI Subscription, Fingerprints will receive
additional proceeds of approximately SEK 44.9 million, entailing
total proceeds of approximately SEK 275.0 million before deduction
of transaction costs.
The SEK 230.1 million which will be received by the Company in
the General Subscription will finance the repayment of
Fingerprints’ SEK 60 million bridge loan (together with accrued
interest) as well as general corporate purposes. Upon HCM receiving
a positive FDI Decision from the ISP and the completion of the FDI
Subscription, the Company will further repay its outstanding
convertible bonds of approximately SEK 105 million (together with
accrued interest). Thus, the later FDI Subscription due to ISP’s
ongoing phase two review of HCM will not affect the Company’s
ability to finance its ongoing operations.
Following registration of the B-shares in the General
Subscription with the Swedish Companies Registration Office, the
Company’s share capital will increase by approximately SEK
111,347,463.39 to approximately SEK 138,022,979.07. The number of
shares in the Company will increase with 2,557,212,981 to
3,169,844,584. The number of votes will increase with 2,557,212,981
to 3,240,719,584. Thus, the General Subscription entails a total
dilution effect corresponding to approximately 80.7 percent of the
number of shares and approximately 78.9 percent of the number of
votes in the Company following the completion of the General
Subscription. Upon HCM receiving a positive FDI Decision from the
ISP, the B-shares in the FDI Subscription will, following
registration with the Swedish Companies Registration Office, entail
an increase of the Company’s share capital by approximately SEK
21,699,084.87 to approximately SEK 159,722,063.95, an increase in
the number of shares with 498,342,574 to 3,668,187,158 and an
increase in the number of votes with 498,342,574 to 3,739,062,158.
The FDI Subscription will thus entail a total dilution effect
corresponding to approximately 13.6 percent of the number of shares
and approximately 13.3 percent of the number of votes in the
Company following the completion of the FDI Subscription.
Allotment of B-shares subscribed for in connection with the
General Subscription without support of subscription rights will be
made in accordance with the principles that are included in the
prospectus published by the Company on 29 May 2024. Confirmation of
allotment to the persons that have subscribed for B-shares in
connection with the General Subscription without the support of
subscription rights will be provided by means of a settlement note
to be distributed to each subscriber on or around 19 June 2024.
Subscribed and allotted B-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 (Sw. betalda
tecknade B-aktier, “BTA”) is 27 June 2024. B-shares subscribed for
in connection with the General Subscription are expected to be
registered with the Swedish Companies Registration Office on or
around 28 June 2024. The new B-shares are expected to be delivered
to the subscribers’ securities accounts on or around 3 July
2024.
In connection with the registration of the new B-shares in the
General Subscription with the Swedish Companies Registration
Office, the board of directors will register new articles of
association for the Company in accordance with the resolution by
the annual general meeting on 28 May 2024 (item 21 in the notice to
the annual general meeting). Pursuant to the new articles of
association, the Company’s share capital shall amount to not less
than SEK 54,428,133.389266 and not more than SEK 217,712,533.557063
and the number of shares in the Company shall not be fewer than
1,250,000,000 and not exceed 5,000,000,000. The new articles of
association will be available on Fingerprints’ website from its
registration with Swedish Companies Registration Office.
Advisers
Pareto Securities acts as Sole Manager and Bookrunner in
connection with the Rights Issue. Gernandt & Danielsson
Advokatbyrå KB acts as legal advisor to the Company in connection
with the Rights Issue.
For information, please contact:Adam Philpott,
CEO
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 18 June 2024
at 11:00 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, BTA, convertibles or other securities in
Fingerprints. The offer to relevant persons regarding the
subscription of shares in Fingerprints will only be made through
the 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, BTA, convertibles or other
securities have been registered, and no shares, subscription
rights, BTA, convertibles or other securities will be registered
under the United States Securities Act of 1933 as currently amended
(“Securities Act”) or the securities legislation of any state or
other jurisdiction of the United States and no shares, subscription
rights, BTA, 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 all EEA Member States (“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 directed and
communicated only 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.
The Company considers that it carries out protection-worthy
activities under the Foreign Direct Investment Screening Act (the
“Swedish FDI Act”) (Sw. lag (2023:560) om granskning av utländska
direktinvesteringar). According to the Swedish FDI Act, the Company
must inform presumptive investors that the Company’s activities may
fall under the regulation and that the investment may be subject to
mandatory filing. If an investment is subject to mandatory filing,
it must prior to its completion, be filed with the Inspectorate of
Strategic Products (the “ISP”). An investment may be subject to
mandatory filing if i) the investor, a member of the investor’s
ownership structure or a person on whose behalf the investor is
acting would, after the completion of the investment, hold votes in
the Company equal to, or exceeding any of the thresholds of 10, 20,
30, 50, 65 or 90 percent of the total number of votes in the
Company, ii) the investor would, as a result of the investment,
acquire the Company, and the investor, a member of the investor’s
ownership structure or a person on whose behalf the investor is
acting, would, directly or indirectly, hold 10 percent or more of
the total number of votes in the Company, or iii) the investor, a
member of the investor’s ownership structure or a person on whose
behalf the investor is acting, would acquire, as a result of the
investment, direct or indirect influence on the management of the
Company. The investor may be imposed an administrative sanction
charge if a mandatory filing investment is carried out before the
ISP either i) decided to leave the notification without action or
ii) authorised the investment. Each shareholder should consult an
independent legal adviser on the possible application of the
Swedish FDI Act in relation to the Rights Issue for the individual
shareholder.
This announcement does not constitute an investment
recommendation. The price and value of securities and any income
from them can go down as well as up and you could lose your entire
investment. Past performance is not a guide to future performance.
Information in this announcement cannot be relied upon as a guide
to future performance.
Forward-looking statements
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. Fingerprints
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or other circumstances, except for when it is required by law or
other regulations. Accordingly, investors are cautioned not to
place undue reliance on any of these forward-looking
statements.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (“MiFID II”); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the “MiFID
II Product Governance Requirements”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any “manufacturer” (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the shares in Fingerprints have been subject to a product approval
process, which has determined that such shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the “Target Market Assessment”). Notwithstanding the
Target Market Assessment, Distributors should note that: the price
of the shares in Fingerprints may decline and investors could lose
all or part of their investment; the shares in Fingerprints offer
no guaranteed income and no capital protection; and an investment
in the shares in Fingerprints is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Rights
Issue.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the shares in
Fingerprints.
Each distributor is responsible for undertaking its own target
market assessment in respect of the shares in Fingerprints and
determining appropriate distribution channels.
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).
Grafico Azioni Fingerprint Cards AB (TG:FPQ1)
Storico
Da Feb 2025 a Mar 2025
Grafico Azioni Fingerprint Cards AB (TG:FPQ1)
Storico
Da Mar 2024 a Mar 2025
