Fingerprints announces final terms for the partially guaranteed
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,
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THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. PLEASE
SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS
RELEASE.
On 26 April 2024, the Board of Directors of Fingerprint Cards AB
(publ) (“Fingerprints” or the “Company”) announced that the Board
of Directors resolved to, subject to subsequent approval by the
annual general meeting on 28 May 2024, carry out a partially
guaranteed issue of new shares of series B (“B-shares”) of up to
approximately SEK 310 million with preferential rights for its
existing shareholders (the “Rights Issue”). Today, Fingerprints’
Board of Directors announce the final terms of the Rights Issue,
including the subscription price and the maximum number of shares
to be issued. The subscription price has been set to SEK 0.09 per
new B-share and shareholders in Fingerprints will receive one (1)
subscription right for each existing share held on the record date,
whereby three (3) subscription rights entitles to subscription of
seventeen (17) new B-shares in the Rights Issue.
Summary
- Shareholders in Fingerprints as of
the record date 30 May 2024 will receive one (1) subscription right
for each existing share held on the record date, whereby three (3)
subscription rights entitles to subscription of seventeen (17) new
B-shares in the Rights Issue.
- A maximum of 3,471,579,078 B-shares
will be issued, entailing an increase of the total number of
B-shares in the Company from 604,756,603 B-shares to up to
4,076,335,681 B-shares.
- The subscription price is SEK 0.09
per new B-share, corresponding to total issue proceeds of up to
approximately SEK 312.4 million before transaction costs.
- The subscription price of SEK 0.09
per share corresponds to a discount of approximately 37.5 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 22 May 2024.
- The record date for the Rights Issue
is 30 May 2024 and the subscription period runs from and including
3 June 2024 up to and including 17 June 2024.
- The last day of trading in B-shares
including the right to participate in the Rights Issue is 28 May
2024.
- The Rights Issue is subject to the
approval by the annual general meeting to be held on 28 May
2024.
- The Rights Issue is subject to
subscription undertakings and guarantee commitments in a total
amount of up to SEK 275 million.
"The Rights Issue is an important part of our transformation
plan, which enables focused investments in profitable business
areas and new, fast-growing segments within the biometrics market.
We are also pleased to see HCM’s belief in Fingerprints,
demonstrated by their guarantee commitment of up to SEK 150 million
in the Rights Issue. Their approach of providing flexible and
permanent capital to high-growth companies aligns with our vision,
and their commitment underscores their confidence in our innovative
potential and long-term value. We appreciate their support as we
continue to drive sustained growth and success with a stable and
supportive partnership.” commented Adam Philpott, President &
CEO of Fingerprints.
Terms of the Rights Issue
Shareholders which on the record date 30 May 2024 are registered
as shareholders in Fingerprints in the share register maintained by
Euroclear Sweden AB, have preferential rights to subscribe for
B-shares in relation to the number of shares held on the record
date. Shareholders will receive one (1) subscription right for each
share held on the record date, whereby three (3) subscription
rights entitles to subscription of seventeen (17) new B-shares. A
total of up to 3,471,579,078 B-shares will be issued, entailing an
increase of the total number of B-shares in the Company from
604,756,603 B-shares to up to 4,076,335,681 B-shares and an
increase in the Company’s share capital from SEK 26,675,515.69 to
up to SEK 177,836,770.99. The subscription price is SEK 0.09 per
new B-share, corresponding to total issue proceeds of up to SEK
312,442,117 before deduction of transaction costs related to the
Rights Issue, assuming that the Rights Issue is fully
subscribed.
In the event that not all B-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 B-shares subscribed for without subscription rights.
In such cases, allotment of new B-shares shall be carried out in
accordance with the following:
- Firstly, allotment of B-shares shall
be granted to those who have subscribed for B-shares by exercising
subscription rights, regardless if the subscriber were registered
as shareholder on the record date on 30 May 2024 or not and, in the
event of over-subscription, pro rata in relation to their
subscription by exercising subscription rights, and, to the extent
this is not possible, by drawing lots.
- Secondly, allotment of B-shares
shall be granted to others who have subscribed for B-shares without
exercising subscription rights, and in the event of
over-subscription, pro rata in relation to the subscribed amount,
and to the extent this is not possible, by drawing lots.
- Thirdly, allotment of B-shares, that
does not constitute FDI Shares (as defined below), shall as
applicable be granted to a party who have guaranteed part of the
Rights Issue with allotment before other guarantors in accordance
with separate agreement with the Company (“Primary Subscription
Guarantee”).
- Fourthly, allotment of B-shares,
that does not constitute FDI Shares (as defined below), shall as
applicable be granted to the parties who, subordinated to the
Primary Subscription Guarantee, guarantees part of the Rights
Issue, pro rata in relation to such guarantee commitments in
accordance with separate agreement with the Company.
- Ultimately, as applicable, allotment
of B-shares that constitutes FDI Shares (as defined below) shall be
granted to the relevant party who guarantees part of the Rights
Issue if and when that guarantor has obtained a positive FDI
Decision (as defined below).
Allotment of B-shares in the Rights Issue that would entail that
a party who guarantees part of the Rights Issue gains control of
ten (10) per cent or more of the votes in the Company following the
Rights Issue requires a prior decision from the Inspectorate of
Strategic Products (“ISP”) in accordance with the Screening of
Foreign Direct Investment Act (the “Swedish FDI Act”) (Sw. lag
(2023:560) om granskning av utländska direktinvesteringar), and, if
applicable, any other equivalent body pursuant to legislation in
any other jurisdiction, to approve the investment or leave the
application therefore without remark (“FDI Decision”). Such
B-shares in the Rights Issue which, if granted to a party who
guarantees part of the Right Issue, would require a FDI Decision
and such FDI Decision has not been obtained at the time of granting
are referred to as “FDI Shares”.
Some of the Company’s shareholders (including members of the
Board of Directors and executive management) have undertaken to
subscribe for new B-shares for a total amount of approximately SEK
1.5 million in the Rights Issue. Furthermore, in a display of
continued support of the Company, an entity managed by Heights
Capital Management, Inc. (“HCM”) have entered into a guarantee
commitment consisting of a so-called top guarantee in an amount of
up to SEK 50 million and, subordinated to HCM’s top guarantee, a
so-called bottom guarantee in an amount of up to SEK 100 million.
In addition, certain other external investors have, subordinated to
HCM’s top guarantee, entered into bottom guarantee commitments
which together with HCM’s bottom guarantee amounts to up to
approximately SEK 225 million. If the Rights Issue is subscribed
and paid for in an amount between SEK 225 million and SEK 275
million, the top guarantee covers the subscription and payment of
B-shares in the Rights Issue up to SEK 275 million and if the
Rights Issue is subscribed and paid for in an amount under SEK 225
million, the bottom guarantees covers the subscription of and
payment for B-shares in the Rights Issue up to SEK 225 million. No
guarantee commitment covers the subscription of and payment for
B-shares in the Rights Issue in excess of SEK 275 million.
Accordingly, the Rights Issue is covered by subscription
undertakings and guarantee commitments in an aggregate amount of up
to SEK 275 million.
The record date for determining which shareholders are entitled
to subscribe for new B-shares is 30 May 2024. The B-shares are
traded including right to participate in the Rights Issue up to and
including 28 May 2024. The subscription period is expected to run
from and including 3 June 2024 up to and including 17 June 2024. In
the event that any guarantee commitment will require the
subscription and payment of FDI Shares, there will be a separate
and longer subscription and payment period in respect of such FDI
Shares which may run up until 31 August 2024. Trading in
subscription rights is expected to take place on Nasdaq Stockholm
from and including 3 June 2024 up to and including 12 June 2024,
and trading in paid subscribed B-shares (Sw. betald tecknad aktie
“BTA”) is expected to occur from and including 3 June 2024 up to
and including 27 June 2024.
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 occur on or about 3 July 2024.
Shareholders not participating in the Rights Issue will be
subject to a dilutive effect corresponding to approximately 85.0
percent of the number of shares and approximately 83.6 percent of
the number of votes upon full subscription in the Rights Issue.
However, the shareholders have the possibility to fully or partly
compensate themselves financially for this dilutive effect by
selling their subscription rights.
Further and as announced by way of press release on 26 April
2024, the Swedish Securities Council (Sw. Aktiemarknadsnämnden)
granted one of the external guarantors, HCM, an exemption from the
mandatory bid obligations under the Swedish Act on Public Takeovers
on the Stock Market (Sw. lagen (2006:451) om offentliga
uppköpserbjudanden på aktiemarknaden). The exemption is however
conditional upon that (i) the Company’s shareholders prior to the
annual general meeting, are informed about the total holding of
shares and votes that HCM may receive as a result of its guarantee
commitment (if fully utilised) and (ii) the Rights Issue is
approved by the annual general meeting with at least two thirds of
both the votes cast and shares represented at the meeting,
excluding any shares held and represented by HCM. Against the above
and in accordance with the final terms of the Rights Issue, HCM may
receive a total of 1,666,666,666 shares and votes in Fingerprints
if their guarantee commitment is fully utilised, which if the
Rights Issue is fully subscribed corresponds to 40.8 percent of the
number of shares in the Company and 40.1 percent of the number of
votes in the Company following the completion of the Rights
Issue.1
The Rights Issue is subject to the approval by the annual
general meeting to be held on 28 May 2024. The notice to the annual
general meeting is available at Fingerprints’ website,
fingerprints.com/agm2024.
Preliminary timetable
Annual general meeting |
28 May 2024 |
Last day of trading in shares including right to receive
subscription rights |
28 May 2024 |
Planned publishing date of the prospectus |
29 May 2024 |
First day of trading in shares excluding right to receive
subscription rights |
29 May 2024 |
Record date for the Rights Issue |
30 May 2024 |
Trading in subscription rights |
3 June – 12 June 2024 |
Subscription period |
3 June – 17 June 2024 |
Trading in paid subscribed B-shares (BTA) |
3 June – 27 June 2024 |
Expected announcement of the outcome in the Rights Issue |
18 June 2024 |
Prospectus
A prospectus regarding the Rights Issue will be published prior
to the record date for the Rights Issue on Fingerprints’ website,
fingerprints.com and on Pareto Securities AB’s website,
www.paretosec.com.
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 more 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
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 23 May 2024 at
07:30 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. 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, warrants, BTAs, convertibles or other securities have
been registered, and no shares, warrants, BTAs, 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, warrants, 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 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 per cent 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 per cent 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 if
an investment that is subject to mandatory filing is carried out
before the ISP has either i) decided to take no action, or ii)
authorised the investment. 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) approved 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).
1 Based on HCM’s shareholding as of 22 May 2024 and the maximum
number of shares that HCM may receive as a result of its guarantee
commitment (if fully utilised).
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