NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR IN ANY OTHER JURISDICTION WHERE RELEASE, PUBLICATION, OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, SUBJECT TO LEGAL RESTRICTIONS, OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.

Today, on 17 May 2024, the subscription period begins in ZignSec AB’s (publ) (“ZignSec” or the “Company”) rights issue of shares (the “Rights Issue”). The Rights Issue was resolved by the Board of Directors on 29 April 2024, with support of the authorization from the Annual General Meeting held on 30 May 2023. The subscription period runs until and including 31 May 2024.

The Prospectus, containing complete terms and conditions, is available on the Company's and Aqurat Fondkommission AB's respective websites (www.zignsec.com and www.aqurat.se).

Information about subscription in the Rights Issue is available on the Company's and Aqurat´s websites.

Preliminary schedule for the Rights Issue

  • 20 - 28 May 2024 – Trading in subscription rights
  • 17 - 31 May 2024 – Subscription period for the Rights Issue
  • 20 May 2024 – 24 June 2024 – Trade in paid-up subscribed shares (BTA)
  • June 5, 2024 – Estimated date for publication of the outcome

Terms and conditions for the Rights Issue

  • The Rights Issue comprises a maximum of 134,069,970 new shares in the Company.
  • Two (2) subscription rights entitle the holder to subscribe for three (3) shares.
  • The subscription price in the Rights Issue amounts to SEK 0.25 per share.
  • The Rights Issue corresponds to a valuation of ZignSec (pre-money) of approximately SEK 22.3 million.
  • ZignSec has received subscription and underwriting commitments of approximately SEK 25.1 million, corresponding to approximately 75 percent of the Rights Issue. The underwriting commitments are not secured by bank guarantees, escrow funds, pledges or similar arrangements, which entails a risk that one or more of the underwriters will not be able to fulfill their commitments.
  • Upon full subscription of shares in the Rights Issue, the Company will receive approximately SEK 33.5 million before deduction of issue costs.

Advisors
Corpura Fondkommission AB (www.corpura.se) is acting as financial advisor and Eversheds Sutherland Advokatbyrå is acting as legal advisor to ZignSec in connection with the Rights Issue. Aqurat Fondkommission AB is acting as issuing agent.

For more information:
Glenn Mac Donald, CEO
E-post: ir@zignsec.com

About ZignSec AB (publ)
ZignSec is a technology group in the fast-growing RegTech industry. The company provides SaaS solutions for customer due diligence and ID verification with global reach. The solutions are used by companies to optimise their processes for onboarding both corporate customers and consumers while ensuring compliance with local and global regulatory requirements for Know Your Customer (KYC) and Anti-Money Laundering (AML).

Nasdaq First North Ticker Symbol: ZIGN

Certified Adviser: Eminova Fondkommission AB, Tel: +46 8 684 211 00

Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in ZignSec in any jurisdiction, either from ZignSec or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook.

Attachments

The subscription period in the rights issue begins today

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