HCM obtains FDI approval and subscribes additional B-shares in Fingerprints’ partially guaranteed rights issue

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.

As previously communicated by Fingerprint Cards AB (publ) (“Fingerprints” or the “Company”), the guarantee commitments entered into by an entity managed by Heights Capital Management, Inc. (“HCM”) in respect of Fingerprints’ partially guaranteed issue of B-shares of up to approximately SEK 312.4 million with preferential rights for its existing shareholders (the “Rights Issue”) are, to the extent they would entail that HCM’s shareholding corresponds to 10 percent or more of the total number of votes in the Company, conditional upon a prior positive decision from the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter) (the “ISP”) pursuant to the Screening of Foreign Direct Investment Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar). HCM has informed Fingerprints that it has received such positive decision from the ISP, and HCM has therefore subscribed for the remaining 138,662,665 B-shares under their guarantee commitments (the “Subscription”).

As a result of the Company receiving the proceeds from the Subscription, Fingerprints will as previously communicated repay its outstanding convertible bonds of approximately SEK 105 million (together with accrued interest).

The B-shares in the Subscription will, following registration with the Swedish Companies Registration Office, entail an increase of the Company’s share capital by approximately SEK 6,037,720.02 to approximately SEK 159,722,063.95, an increase in the number of shares with 138,662,665 to 3,668,187,158 and an increase in the number of votes with 138,662,665 to 3,739,062,158. The Subscription will thus entail a total dilution effect corresponding to approximately 3.78 percent of the number of shares and approximately 3.71 percent of the number of votes in the Company following the completion of the Subscription. The new B-shares in the Subscription are expected to be delivered to HCM on or around 11 September 2024.