Fingerprint Cards AB (publ) publishes the final outcome of the rights issue

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.

The final outcome in Fingerprint Cards AB’s (publ) (“Fingerprints” or the “Company”) SEK 300 million rights issue of B-units (“B-units”), consisting of new B-shares and warrants (the “Fully Guaranteed Rights Issue”) shows that 16,851,001 B-units, corresponding to approximately 84.9 per cent of the B-units offered, have been subscribed for with support of unit subscription rights. The remaining 2,987,938 B-units have been subscribed for without support of unit subscription rights, corresponding to approximately 15.1 percent of the B-units offered. Subscribed for B-units together comprise 100 per cent of the B-units offered in the Fully Guaranteed Rights Issue. Thus, no underwriting commitments will be utilised. The final outcome in Fingerprint’s SEK 6 million rights issue of A-units (“A-units” and together with B-units, “Units”), consisting of new A-shares and warrants (the “Rights Issue of A-units” and together with the Fully Guaranteed Rights Issue, the “Rights Issue”) shows that all A-units have been subscribed for with support of unit subscription rights. Fingerprints will through the Rights Issue receive approximately SEK 305 million before deduction for transaction costs.

Each A-unit consists of five (5) A-shares and one (1) warrant issued without cost entitling to subscription of one (1) A-share. Each B-unit consists of five (5) B-shares and one (1) warrant issued without cost entitling to subscribe for one (1) B-share. In total 375,000 A-units and 19,838,939 B-units will be issued in the Rights Issue. This entails that (i) 1,875,000 new A-shares and 375,000 warrants entitling to subscribe for a corresponding number of A-shares will be issued, and (ii) 99,194,695 new B-shares and 19,838,939 warrants entitling to subscribe for a corresponding number of B-shares will be issued. One (1) warrant entitles subscription of one (1) new A-share or B-share in the Company. Subscription for A-shares or B-shares with support of warrants shall take place during the ten (10) trading days that fall prior to (but not including) 8 September 2023 at a subscription price corresponding to 70 percent of the volume-weighted average price of the Company’s B-share on Nasdaq Stockholm the ten (10) trading days that fall prior to (but not including) 8 September 2023. The prospectus published by Company on 7 November 2022 provides more information on the terms of the warrants.

Following registration of the Rights Issue with the Swedish Companies Registration Office, the Company’s share capital will increase by approximately SEK 4,400,828 to approximately SEK 18,483,477. The number of A-shares in the Company will increase with 1,875,000 to 7,875,000 and the number of B-shares will increase with 99,194,695 to 416,617,719. The number of votes will increase with 117,944,695 to 495,367,719. Provided that all warrants, entitling to subscription of A-shares and B-shares, respectively, are exercised in full, the number of A-shares will increase by additionally 375,000 shares to 8,250,000 and the number of B-shares will increase by 19,838,939 to 436,456,658. The share capital will also increase by approximately SEK 880,166 to approximately SEK 19,363,643 if all warrants are exercised for subscription. This Rights Issue (including warrants exercised in full) entails a total dilution effect of approximately 27 percent.

Allotment of Units subscribed for without support of unit subscription rights will be made in accordance with the principles which are included in the prospectus published by the Company on 7 November 2022. Confirmation of the allotment to the persons subscribing for Units without subscription rights will be provided by means of a settlement note to be distributed to each subscriber on or around 28 November 2022. Subscribed for and allotted Units shall be paid for in accordance with the instructions on the settlement note to be sent to the subscriber. Nominee registered shareholders receive notice of the allotment in accordance with the procedures of the respective nominee. Only those who will receive allotment of Units will be informed.

The last day of trading in paid subscribed B-units (BTU) is 2 December 2022. The shares and warrants from the Units, subscribed for with support of unit subscription rights, are expected to be registered with the Swedish Companies Registration Office on or around 29 November 2022. The shares and warrants from the Units, subscribed for without support of unit subscription rights, are expected to be registered with the Swedish Companies Registration Office on or around 6 December 2022. Expected first day of trading in B-shares and warrants entitling to subscribe for B-shares is 8 December 2022 (the A-shares and warrants entitling to subscribe for A-shares will not be admitted to trading on Nasdaq Stockholm).

Advisers

Carnegie Investment Bank AB (publ) acts as Sole Global Coordinator and Bookrunner. Gernandt & Danielsson Advokatbyrå KB is legal adviser to the Company.

For information, please contact:

Ted Hansson, acting CEO



Per Sundqvist, CFO

Stefan Pettersson, Head of Investor Relations:

+46(0)10-172 00 10

Press:

+46(0)10-172 00 20

The information was submitted for publication, through the agency of the contact person set out above, on 25 November 2022 at 8:10 pm CET.

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, units, unit rights, warrants, hybrid equity instruments or other securities in Fingerprint. Any invitation to the persons concerned to subscribe for units in Fingerprint has only been made through a prospectus that Fingerprint has published on its website after approval and registration with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

The information in this press release may not be released, distributed or published, 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 such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws.

No shares, units, unit rights, warrants, hybrid equity instruments or other securities in Fingerprint have been registered, and no shares, units, unit rights, warrants, hybrid equity instruments or other securities will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and no shares, units, unit rights, warrants, hybrid equity instruments or other securities may be offered, sold or otherwise transferred, directly or indirectly, in 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 (the “EEA”), other than Sweden, Denmark, Finland and Norway, this press release is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

In the United Kingdom, this press release is only being distributed to and is directed at “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, (a) having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the “Order”); (b) who are high net worth entities described in Article 49(2) (a) to (d) of the Order; or (c) other persons to whom they may lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this press release relates will only be available to and will only be engaged in with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” "continue," “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Fingerprint believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

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 , read our , and follow us on . Fingerprints is listed on Nasdaq Stockholm (FING B).

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