Fingerprints announces partially guaranteed rights issue of up to
approximately SEK 310 million, agreement on early redemption of its
convertible bonds, bridge loan of SEK 60 million and preliminary
financial information for Q1 2024
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RELEASE.
The Board of Directors of Fingerprint Cards AB ("Fingerprints"
or the "Company") has resolved on 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,
subject to subsequent approval from the annual general meeting in
the Company to be held on 28 May 2024 (the “Rights Issue”). The
Rights Issue is subject to subscription undertakings and guarantee
commitments in a total amount of up to SEK 275 million. The Board
of Directors of Fingerprints has also entered into an agreement
with an entity managed by Heights Capital Management, Inc. (“HCM”)
regarding early redemption of the Company’s outstanding convertible
bonds (the “Convertible Bonds”) at a price equal to 100 percent of
the current outstanding nominal amount of the Convertible Bonds,
corresponding to approximately SEK 105 million, together with
accrued but unpaid interest, which will be financed with part of
the net proceeds from the Rights Issue. In order to cover the
Company’s working capital needs during the period up until the
completion of the Rights Issue, a consortium of external investors
has provided the Company with a short term loan of SEK 60 million
(the “Bridge Loan”). Through this press release, the Company also
announce certain preliminary financial information for the first
quarter of 2024. Furthermore, a large cost optimization programme
was launched in the second half of 2023 to ensure that
Fingerprints’ growth brings strong future profitability with it.
The cost optimization programme is expected to yield cost savings,
and has an annualized gross OPEX target of approximately SEK 180
million in the second half of 2024 and approximately SEK 150
million towards the end of 2024, compared with gross OPEX of SEK
451m in 2023.
The annual general meeting is planned for 28 May 2024 and will
be proposed to approve the Board of Directors’ resolution on the
Rights Issue as well as to resolve to amend the Company’s articles
of association to increase the limits for the Company’s share
capital, number of shares and number of shares of each class to
enable the Rights Issue. Notice to the annual general meeting will
be announced through a separate press release.
Summary
- The Board of Directors of
Fingerprints has today resolved on the Rights Issue of up to
approximately SEK 310 million, of which the initial SEK 275 million
is covered by subscription undertakings and guarantee commitments.
The resolution is subject to subsequent approval by the annual
general meeting on 28 May 2024.
- The Board of Directors of
Fingerprints has also entered into an agreement with HCM regarding
the early redemption of the Convertible Bonds at a price equal to
the current outstanding nominal amount of the Convertible Bonds,
corresponding to approximately SEK 105 million, together with
accrued but unpaid interest, which will be financed with part of
the net proceeds from the Rights Issue.
- In connection with the Rights Issue,
a consortium of external investors have provided the Company with
the Bridge Loan in an amount of SEK 60 million in order to cover
the Company’s working capital needs during the period up until the
completion of the Rights Issue. The repayment of the Bridge Loan
will be financed with part of the net proceeds from the Rights
Issue.
- If the Rights Issue is fully
subscribed, the Company will receive approximately SEK 310 million
before deduction of transaction costs. The net proceeds from the
Rights Issue is intended to be used for the following purposes: (i)
repay the Bridge Loan and redeem the Convertible Bonds and (ii)
general corporate purposes, including funding the group’s ongoing
operations during the implementation of phase one of the Company’s
transformation plan.
- Provided that the annual general
meeting resolves to approve the Rights Issue and to amend the
Company’s articles of association, the record date for the Rights
Issue is expected to be 30 May 2024 and the subscription period is
expected to take place during the period from and including 3 June
2024 until and including 17 June 2024. Notice to the annual general
meeting will be published through a separate press release.
- The final terms of the Rights Issue,
including subscription rights, the subscription price and the
maximum number of B-shares to be issued, will be determined by the
Board of Directors no later than on 23 May 2024 and will be
announced by way of press release. The subscription price in the
Rights Issue will be determined by the Board of Directors at a
customary discount (however never lower than the quota value of the
Company’s shares, rounded upwards to SEK 0.05 for technical
reasons).
“I am very pleased that we can announce our rights issue, a
pivotal step in the continued execution of our transformation plan.
Beyond the strengthening of our balance sheet, we are driving
aggressive further cost reductions, including the winding down of
our long time loss-making mobile sensor hardware business. This
provides important focus and investments in higher-margin business
areas in existing attractive and growing market segments with
strong underlying financials, customers and partners, but also new
exciting areas of the fast-growing biometrics market. The early
redemption of our outstanding convertible bonds enhances our
financial flexibility by eliminating the debt overhang, lowering
our interest expenses and ultimately reducing dilution for existing
shareholders”, commented Adam Philpott, President & CEO of
Fingerprints.
Background and rationale
The developments on the market for fingerprint sensors in the
smartphone industry, coupled with geopolitical uncertainty and
challenges in China as well as the Company’s future estimates with
regard to fingerprints sensors in smartphones, entails that the
outlook for the largely China-centric biometric sensor market for
smartphones is not predicted to improve. For the Company, this also
means that the path to profitability within the Mobile product
group is no longer realistic. In light of the above and in
particular the development within Mobile, the Company is currently
implementing a transformation plan to achieve initial stability and
stronger prospects for the future for the Fingerprints group.
As announced by Fingerprints in October 2023, the Company has
set in motion a transformation plan to facilitate the necessary
turnaround in the group’s performance. The transformation plan
includes a significant cost optimization programme to ensure
profitability, organizational effectiveness and strategy evolution
to further accelerate diversification to higher-margin lines of
business. The transformation plan can be decomposed into different
focus areas, summarised as follows:
- New strategy: The Company intends to
leverage already existing strengths within sensor technology, its
innovation talent engine and its strong customer base, whilst
diversifying into new markets to orchestrate a broad range of
modalities and data with a software-centric platform, Fingerprints
Biometric Platform.
- Portfolio refresh: In line with the
new strategy, Fingerprints aims to effectively wind down the Mobile
business by refocusing capital and investments towards high-growth
areas and higher-margin existing lines of business already in-play
along with new diversification areas with stronger prospects for
the future.
- Cost optimization: A large cost
optimization programme was launched in the second half of 2023 to
ensure that Fingerprints’ growth brings strong future profitability
with it. The cost optimization programme is expected to yield cost
savings, and has an annualized gross OPEX target of approximately
SEK 180 million in the second half of 2024 and approximately SEK
150 million towards the end of 2024.
- Talent, organization and governance:
Efficient talent deployment and alignment with strategic projects
are vital for market success. To achieve this and to create an
empowered, efficient organization in which the Company’s governance
model is more clearly linked to the new platform strategy,
Fingerprints implemented important organizational changes at the
end of 2023, by executive reduction of personnel and appointment of
new members to the executive management such as the current CFO and
CRO. At the same time, Fingerprints transitioned to a standard,
accountable and functional organizational model.
Further, the transformation plan can be divided into three
phases where the focus in phase one, which commenced during the
second half of 2023, is to achieve stability within the group by
moving Fingerprints to improved profitability and sustained cash
flow. One part of this is to improve Fingerprints’ balance sheet by
switching focus from debt to equity by, inter alia, early
redemption of the outstanding Convertible Bonds. Such early
redemption will result in several positive effects for the Company
and its shareholders, such as reduced interest costs, enhanced
financial flexibility, reduced dilution for existing shareholders
and a reduced debt overhang. Another part is the portfolio refresh
described above, which the Company estimates will take the
remainder of 2024 to complete. As the stability phase plays out,
the Company aims to gear up for the second phase, in which the
Company will concentrate its efforts on strategic investments to
enable profitable growth, whereas the Company, in phase three, will
strive to maintain financial discipline and a strong balance sheet
to sustain the transformation. While significant performance
enhancements will not occur overnight, the Company has already made
certain progress, and is now aiming to progress on all fronts in
line with the new strategy.
If the Rights Issue is fully subscribed, the Company will
receive approximately SEK 310 million before deduction of
transaction costs. The net proceeds from the Rights Issue is
intended to be used for the following purposes: (i) repay the
Bridge Loan and redeem the Convertible Bonds and (ii) general
corporate purposes, including funding the group’s ongoing
operations during the implementation of phase one of the Company’s
transformation plan.
Assuming that the Company achieves its expected sales volumes
and continues to successfully implement its previously outlined
transformation plan, the anticipated net proceeds from the Rights
Issue is expected to fund the Company for twelve months subsequent
to the execution of the Rights Issue. However, it may be necessary
for the Company to seek additional funding in the next twelve
months, for example, if the Company falls short of its expected
sales volumes or encounters difficulties in executing its
transformation plan as communicated earlier.
Preliminary financial information for Q1
2024
In connection with the Rights Issue, Fingerprints communicates
certain preliminary financial information for the first quarter of
2024. This preliminary financial information has not been audited
or reviewed by the Company’s auditor and will be disclosed in its
final form in the Company’s interim report for the first quarter of
2024 which is expected to be published by the Company on 7 May
2024.
- Net sales in Q1 2024 amounted
preliminarily to approximately SEK 146.4 (117.0) million.
- Gross profit amounted preliminarily
to approximately SEK 16.2 (20.3) million.
- EBIT amounted preliminarily to
approximately SEK -74.9 (-75.7) million.
- At the end of March 2024, cash and
cash equivalents amounted preliminarily to approximately SEK 45.6
(210.9) million.
- OPEX in Q1 2024 amounted to SEK 91.0
(96.0) million.
- CAPEX in Q1 2024 amounted to SEK 5.4
(17.4) million.
The Rights Issue
Shareholders who are entered in the Company’s share register on
the record date, expected to be 30 May 2024, will have the right to
subscribe for new B-shares with preferential rights in the Rights
Issue. Subscription of new B-shares may also take place without
preferential rights.
Final terms for the Rights Issue, including subscription rights,
the maximum amount by which the Company’s share capital may
increase, the maximum number of new B-shares to be issued and the
subscription price for each B-share are expected to be announced no
later than 23 May 2024.
The subscription period is expected to run from 3 June 2024 up
to and including 17 June 2024. Trading in subscription rights that
entitles to subscription of new B-shares is expected to take place
on Nasdaq Stockholm from 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 take place from 3 June 2024 up to and
including 27 June 2024. Both subscription rights regarding B-shares
and BTA’s will be subject to time-limited trading on Nasdaq
Stockholm. The new B-shares are expected to be admitted to trading
on Nasdaq Stockholm, upon application, in connection with the
conversion of BTA to B shares.
Subscription undertakings and guarantee
commitments
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, 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.
No fee will be paid in respect of the subscription undertakings.
A cash guarantee fee, determined based on current market
conditions, of 12 percent of the maximum guaranteed amount will be
paid to the guarantors under the guarantee commitments. Neither the
subscription undertakings nor the guarantee commitments are secured
through bank guarantees, restricted funds, pledged assets or
similar arrangements. Additional information about the parties that
have entered into the subscription undertakings and guarantee
commitments will be included in the prospectus to be published
prior to the record date for the Rights Issue.
The Company considers that it carries out protection-worthy
activities under the Foreign Direct Investment Screening Act (the
“Swedish FDI Act”) (Sw. lagen (2023:560) om granskning av utländska
direktinvesteringar). Consequently, an investment in B-shares in
the Rights Issue (other than by exercising preferential rights)
which result in an investor acquiring a shareholding corresponding
to or exceeding a threshold of ten (10) percent or more of the
total number of votes in the Company following the completion of
the Rights Issue, must prior to the investment be filed with the
Inspectorate of Strategic Products and, if applicable, any other
equivalent body pursuant to legislation in any other jurisdiction,
and cannot be carried out before the Inspectorate of Strategic
Products and, if applicable, another equivalent body in another
jurisdiction has decided to take no action or authorise the
investment (“FDI Decision”). As a result, the guarantee commitments
are, in respect of any B-shares that would require a prior FDI
Decision (“FDI Shares”), conditional upon that the relevant
guarantor obtaining such prior FDI Decision. 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 last up
until 31 August 2024. If any required FDI Decision has not been
obtained at the end of such separate subscription period for FDI
Shares, the relevant guarantor’s guarantee commitment will lapse
and the relevant FDI Shares will in such case not be covered by any
guarantee commitment.
Furthermore, the Swedish Securities Council (Sw.
Aktiemarknadsnämnden) has granted 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) that would apply to HCM if
HCM’s guarantee commitments would entail that HCM gains control
over 30 percent of the total number of votes in the Company. The
exemption is conditional upon that (i) the Company’s shareholders
prior to the annual general meeting on 28 May 2024, 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.
HCM’s guarantee commitment is conditional upon that the conditions
for the exemption granted by the Swedish Securities Council are
fulfilled before the end of the subscription period for the Rights
Issue. In connection with the announcement of the final terms for
the Rights Issue no later than 23 May 2024, the Company will
announce the total holding of shares and votes that HCM may receive
if its guarantee commitments are fully utilised.
Early redemption of the Convertible Bonds
In order to finance the early redemption of the Company’s
previous bonds 2021/2024, Fingerprints issued the Convertible Bonds
of SEK 160 million in September 2023. In accordance with the terms
and conditions for the Convertible Bonds, the Convertible Bonds
shall be amortized every second month in equal instalments together
with accrued but unpaid interest (the “Instalments”) and HCM has in
the period between each ordinary Instalment a right to request up
to one additional Instalment, which has impeded the Company’s
liquidity planning. Instalments can be made either in cash or by
payment with new B-shares. The Company has paid the last two
Instalments with new B-shares, resulting in dilution for existing
shareholders.
In order to provide greater financial flexibility for the
Company and to avoid further dilution for existing shareholders,
Fingerprints has, in line with its new strategy on improved balance
sheet, entered into an agreement with HCM regarding the early
redemption of the Convertible Bonds at a price of 100 percent of
the current outstanding nominal amount of the Convertible Bonds,
corresponding to approximately SEK 105 million, together with
accrued but unpaid interest. The Convertible Bonds are intended to
be repaid with net proceeds from the Rights Issue. The agreement
with HCM also include certain waivers from the terms of the
Convertible Bonds, including that HCM will refrain from exercising
its conversion right and amortization rights in respect of the
Convertible Bonds up until the redemption for the Convertible Bonds
which is expected to be carried out following the Company’s receipt
of the net proceeds from the Rights Issue. HCM’s obligations under
the agreement, including the early redemption of the Convertible
Bonds, are subject to certain conditions being fulfilled, including
that the Rights Issue is, and continues to be, subject to
subscription and/or guarantee commitments in a total amount of at
least SEK 275 million up until the completion of the Rights Issue
and that the redemption takes place no later than on 30 September
2024. Fingerprints’ obligation to carry out the redemption of the
Convertible Bonds are also subject to certain conditions, including
that at least SEK 275 million of the Rights Issue is subscribed and
paid for.
The Bridge Loan
In order to provide the Company with sufficient working capital
up until the completion of the Rights Issue, a consortium of
external investors have provided the Company with the Bridge Loan
of SEK 60 million. The Bridge Loan is subject to a fixed interest
rate of two (2) percent per month which shall be capitalised and
added to the principal amount of Bridge Loan. The Bridge Loan will
fall due in connection with the Company’s receipt of the proceeds
from the Rights Issue, however not later than 31 July 2024. The
Bridge Loan is subject to certain event of default grounds,
including that the annual general meeting in the Company does not
approve the Board of Directors’ resolution on the Rights Issue, as
well as other customary event of default grounds.
Lock-up undertakings
In connection with the Rights Issue, the members of the Board of
Directors and executive management of the Company have undertaken
towards Pareto Securities AB not to, without the prior written
consent from Pareto Securities AB, and with customary exceptions,
sell their respective holdings of shares (or other financial
instruments) in the Company, or otherwise enter into transactions
with similar effect, for a period of 180 days following the
announcement of the final outcome of the Rights Issue.
Furthermore, the Company has undertaken towards Pareto
Securities AB, subject to customary exceptions, not to issue
additional shares or other share-related instruments for a period
of 12 months after the end of the subscription period.
Annual general meeting and voting
undertaking
The annual general meeting will be held on 28 May 2024 and will
resolve on subsequent approval of the Board of Directors’
resolution on the Rights Issue as well as to amend the articles of
association of the Company in order to increase the maximum limits
for Company’s share capital, number of shares and number of shares
of each class. Notice of the annual general meeting will be
published today through a separate press release. The Company’s
largest shareholder has made an irrevocable undertaking to vote in
favour of the proposals at the annual general meeting.
Preliminary timetable
Expected date for communication of complete terms in the Rights
Issue |
23 May 2024 |
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,
www.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.
Telephone conference
In light of the above announcements, Fingerprints’ CEO Adam
Philpott will give a short presentation in a combined webcast and
telephone conference. The presentation will be held in English.
Time: Monday, 29 April 2024 at 15.00 CEST.
Location: combined webcast and telephone conference.
The webcast and presentation material will be accessible via:
https://edge.media-server.com/mmc/p/bxsi3rhy
Link to telephone conference:
https://register.vevent.com/register/BI54031150cc7d4f819818b669bf58e2f7
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 26 April 2024 at
10:00 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. 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 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 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).
- 240426 - Announces rights issue
Fingerprint Cards AB (TG:FPQ1)
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De Abr 2024 a May 2024
Fingerprint Cards AB (TG:FPQ1)
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De May 2023 a May 2024