Conversion of a part of Fingerprint Cards AB (publ)’s outstanding
convertible bonds
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,
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.
Fingerprint Cards AB’s (publ) (“Fingerprints” or the “Company”)
announced on 19 September 2023 that it had resolved to issue
convertible bonds with a total nominal amount of MSEK 160 (the
“Convertible Bonds”) to an entity managed by Heights Capital
Management, Inc. (“HCM”). Under the terms and conditions of the
Convertible Bonds (the “T&Cs”), HCM has a continuing conversion
right (the “Conversion Right”) and the Company has received a
conversion notice from HCM (the “Notice”) for conversion of 60
bonds with a total nominal amount of SEK 27,143,400 (the
“Conversion Amount”).
The Conversion Amount will be converted to B-shares in
Fingerprints (the “Share Settlement”). In accordance with the
T&Cs, the price for each new B-share will be SEK 1.49865 (125
per cent of the reference price, as described in the Company’s
press release on 16 July 2023). The conversion entails that the
number of B-shares in the Company will increase by 18,111,900,
corresponding to a dilution effect of approximately 3 per cent. The
Company’s share capital will increase by approximately SEK 788,638
to approximately SEK 25,990,072. The number of B-shares in the
Company will increase with 18,111,900 to 589,014,670. The number of
votes will increase with 18,111,900 to 667,764,670. The new
B-shares are expected to be admitted to trading on Nasdaq Stockholm
on or around 20 December 2023 following registration with the
Swedish Companies Registration Office.
Any future Conversion Rights invoked by HCM may be paid by
conversion to new B-shares at a price of SEK 1.49865 per B-share or
fully or partly in cash. The number of shares and the dilution
effect will, if the conversion amount is paid party or fully with
B-shares, be announced by a separate press release.
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
LinkedIn and 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
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 persons set out above, on
15 December 2023 at 4:55 pm
CET.
Important information
This press release does not contain and does not constitute an
offer to acquire, subscribe or otherwise trade in shares,
convertibles or other securities in Fingerprints.
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, convertibles or other securities have been
registered, and no shares, 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,
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, 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”).
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”).
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.
Fingerprint Cards AB (TG:FPQ1)
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