The Board of Directors of
The Company also expects that the strengthened financial position, combined with increased market demand, will have a positive impact on discussions and negotiations related to the previously communicated strategic review.
Background and motives
The motive for the Rights Issue is to strengthen
Use of proceeds
Upon full subscription in the Rights Issue, the Company will receive initial net proceeds of approximately
• Technology and development
• Sales and marketing
• Working capital for the development of new customer projects
• Operating expenses and other general costs
Terms and conditions of the Rights Issue
The Board of Directors of
- The Rights Issue comprises a maximum of 134 069 970 new shares in the Company.
- Any person, who on the record date of
15 May 2024 is registered in the share register kept byEuroclear Sweden AB , has preferential rights to subscribe for shares in the Rights Issue. One (1) existing share held on the record date entitles to one (1) subscription right. 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 approximatelySEK 22.3 million . - The last day of trading in the Company’s share including the right to receive subscription rights is
13 May 2024 and the first day of trading excluding the right to receive subscription rights is14 May 2024 . - The subscription period in the Rights Issue will run from and including
17 May 2024 until and including31 May 2024 . - Trading in subscription rights will take place on the Nasdaq First North Growth Market from and including
17 May 2024 until and including28 May 2024 . - Trading in BTA (Paid Subscribed Shares) will take place on the Nasdaq First North Growth Market from and including
17 May 2024 until the Rights Issue is registered with the Swedish Companies Registration Office, which is expected to take place around week 25, 2024. ZignSec has received subscription and underwriting commitments of approximatelySEK 25.1 million , corresponding to approximately 75 percent of the Rights Issue.- Upon full subscription of shares in the Rights Issue, the Company will receive approximately
SEK 33.5 million , before deduction of issue costs, which are estimated to amount to approximatelySEK 5.5 million , of which the underwriting compensation amounts to approximatelySEK 2.2 million . ZignSec expects to announce the outcome of the Rights Issue around5 June 2024 .
Subription and underwriting commitments
For the underwriting commitments, a cash compensation of fifteen (15) percent of the guaranteed amount is provided. The underwriting commitments are not secured by bank guarantees, escrow funds, pledges, or similar, thus there is a risk that the commitments, in whole or in part, may not be fulfilled.
Share capital and number of shares
Upon full subscription in the Rights Issue, the number of shares in the Company will increase by 134 069 970 shares from 89 379 981 to 223 449 951 and the share capital will increase by approximately SEK 5 313 204,689 from approximately SEK 3 542 136,498 to approximately SEK 8 855 341,187, corresponding to a dilution effect of approximately 60 percent.
Prospectus
The full terms and conditions of the Rights Issue and other information about the Company will be set out in the prospectus which will be published before the commencement of the subscription period. The prospectus and subscription form will be made available on the Company's website: www.zignsec.com.
Bridge loan
To ensure financing needs until the Rights Issue is completed, the Company is exploring the alternative on obtaining a short bridge loan from existing shareholders of up to
Advisers
For more information:
E-post: ir@zignsec.com
About
Nasdaq First North Ticker Symbol: ZIGN
Certified Adviser:
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
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
This press release does not constitute an offer or solicitation to buy or subscribe for securities in
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.
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