Fingerprint Cards AB (publ) will issue new shares as payment in
connection to the second amortisation and interest payment under
its 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”). In accordance with the terms and
conditions of the Convertible Bonds (the “T&Cs”), the
Convertible Bonds shall be amortised in equal instalments
(the “Instalments”) paid every two months together with
accrued interest (each an “Instalment Day”). The remaining
scheduled amortisation and interest payment dates under the
Convertible Bonds can be found below.
The second Instalment Day is 19 January 2024 and the
amortisation and interest amount is SEK 7,366,814 (the
“Amortisation and Interest Amount”). As previously announced, the
Company may in accordance with the T&Cs pay the Instalments in
cash or in B-shares.
The Company will now pay the Amortisation and Interest Amount in
new B-shares (the “Share Settlement”). The price for the new shares
(“Instalment price”) together with the number of shares in the
Share Settlement will be calculated in accordance with the T&Cs
and will be announced by the Company in a separate press release
immediately after it has been provided to the Company by the
Calculation Agent in accordance with the T&Cs. The press
release is expected to be published on 22 January 2024. The
Company expects, assuming an Instalment price of SEK 1.1358 (90 per
cent of the closing B share price as of yesterday), that the
dilution effect of the new issue of shares will not exceed 1.1 per
cent.
The amortisation and interest payment schedule for future
Instalment and interest payments under the Convertible Bonds is set
out below and the Company may at each future amortisation and
interest payment date elect to pay the relevant Instalment and/or
interest payment through a share settlement. The price per share,
number of shares and the dilution effect will in such case be
announced by separate press releases.
Scheduled amortisation and interest payment dates under the
T&Cs |
2024 |
2025 |
2026 |
2027 |
19 March 2024 |
19 January 2025 |
19 January 2026 |
19 January 2027 |
19 May 2024 |
19 March 2025 |
19 March 2026 |
|
19 July 2024 |
19 May 2025 |
19 May 2026 |
|
19 September 2024 |
19 July 2025 |
19 July 2026 |
|
19 November 2024 |
19 September 2025 |
19 September 2026 |
|
|
19 November 2025 |
19 November 2026 |
|
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 16 January
2024 at 7:00 pm
CET.
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).
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.
- 240116 - Share settlement
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