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, CEO
Per Sundqvist, CFO
Investor Relations:
+46(0)10-172 00 10
investrel@fingerprints.com
Press:
+46(0)10-172 00 20
press@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.
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