Bulletin from the Extraordinary General Meeting held on 17 January 2025 in Fingerprint Cards AB (publ)
18 January 2025 - 12:40AM
UK Regulatory
Bulletin from the Extraordinary General Meeting held on 17 January
2025 in Fingerprint Cards AB (publ)
At the extraordinary general meeting in Fingerprint
Cards AB (publ) (“Fingerprints” or the “Company”) held on 17
January 2025 it was resolved on, among other things, subsequent
approval of the Board of Directors’ decision on an issue of units
with preferential rights for existing shareholders (the “Rights
Issue”) and certain technical measures to facilitate the Rights
Issue.
Approval of the Board of Directors’ decision to carry
out the Rights Issue
The Meeting resolved to approve the Board of Directors’ decision
on a rights issue of units consisting of new shares of series B
(“B-shares”) and warrants entitling for subscription of B-shares
(“Warrants”) (together “Units”). The record date for the right to
participate in the Rights Issue is 24 January 2025.
Shareholders in the Company will receive one (1) unit right per
each existing share (irrespective of class) held on the record
date, of which eleven (11) such unit rights entitle to subscribe
for one (1) Unit in the Rights Issue. Each Unit consists of
forty-eight (48) B-shares and eight (8) Warrants.
The subscription price per Unit have been set to SEK 0.48,
corresponding to SEK 0.01 per underlying B-share (the Warrants are
issued free of charge), which entails that the Rights Issue, if
fully subscribed for, will provide the Company with proceeds of
approximately SEK 159.9 million before deduction of issue costs
related to the Rights Issue. A maximum of 333,126,105 Units will be
issued in total. For more information on the Rights Issue, please
see the prospectus that Fingerprints expects to publish on or
around 23 January 2025.
The Meeting’s resolution to approve the Board of Directors’
decision on the Rights Issue was supported by shareholders that
represented at least two thirds (2/3) of both the votes cast and
the shares represented at the Meeting.
Certain technical measures
The Meeting resolved, in accordance with the Board of Directors’
proposal, that the share capital is to be reduced by SEK
158,988,426.514333. The reduction is carried out in order to reduce
the shares’ quotient value to enable the Rights Issue. Following
the reduction, Fingerprints’ share capital will amount to SEK
733,637.4316 divided among 3,668,187,158 shares in total (prior to
the Rights Issue), each with a quotient value of approximately SEK
0.0002.
The Meeting also resolved, in accordance with the Board of
Directors’ proposals, to adopt two alternative articles of
associations as well as to authorize the Board of Directors to, in
connection with the registration (including registration in part)
of the Rights Issue, submit for registration with the Swedish
Companies Registration Office the articles of association which
limits for the minimum and maximum number of shares in the Company
are compatible with the total number of shares in the Company when
implementing the Rights Issue.
The Meeting also resolved, in accordance with the Board of
Directors’ proposals, to increase the share capital by SEK
158,988,426.514333 through a bonus issue, without issuing shares,
by transfer from unrestricted equity. The bonus issue, together
with the Meetings’ resolution on reduction of the share capital,
entails that neither the Company’s restricted equity nor its share
capital is reduced by the measures.
Authorization to the Board of Directors to resolve on
the issue of new B-shares, warrants and/or convertible bonds
entitling to B-shares with or without preferential rights for the
shareholders
The Meeting resolved not to authorize the Board of Directors to
resolve, on one or several occasions up until the next annual
general meeting, with or without deviation from the shareholders’
preferential rights, on new issues of B-shares, warrants and/or
convertible bonds entitling to B-shares.
Minutes and complete resolutions
The minutes from the Meeting, including the complete
resolutions, will be available at the Company and on the Company’s
website, www.fingerprints.com.
For further information, please contact:
Investor Relations:
+46(0)10-172 00 10
investrel@fingerprints.com
Press:
+46(0)10-172 00 20
press@fingerprints.com
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 X. Fingerprints is listed on Nasdaq
Stockholm (FING B). |
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