NOT FOR PUBLICATION, DISTRIBUTION, OR DISCLOSURE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
The Directed Issue
The board of directors of
The subscription price in the Directed Issue amounts to
The decision to issue shares has been made on the basis of an authorisation from the annual general meeting 2023 in the Company. The issue decision regarding warrants has been decided by the board of directors subject to the subsequent approval of the general meeting.
Warrants of series TO 1 give the right to subscribe for a total of maximum 15,718,000 new shares. Each warrant shall entitle the holder to subscribe for one new share during the period
"I am very pleased that
We appreciate the commitment of our shareholders, both existing and new, and look forward to achieving new milestones together. We have an exciting year ahead of us." -
Considerations
Prior to the decision on the Directed Issue, the board of directors has carefully considered alternative financing solutions, including the conditions for carrying out a rights issue. However, the board of directors has found, on an overall assessment and after careful consideration, that an issue with deviation from the shareholders' preferential rights is the most favourable for the Company and its shareholders. A rights issue would, according to the board of directors' assessment, be significantly more costly for the Company and take significantly longer to implement. Furthermore, a rights issue would, in the board's assessment, have to be carried out at a lower issue price and entail an increased exposure to potential market volatility compared to a directed issue. In this regard, the Board of Directors has also taken into account previously completed rights issues and their outcomes. In view of the above, the Board of Directors has made the assessment that the Directed Issue with deviation from the shareholders' preferential rights is the most favourable alternative for
As the subscription price in the Directed Issue has been determined through an accelerated bookbuilding procedure, the Board of Directors assesses that the subscription price is market-based and reflects current market conditions.
Extraordinary General Meeting
The resolution to issue warrants is subject to approval by the Extraordinary General Meeting and requires an increase in the limits of the share capital and the number of shares in accordance with the Company's Articles of Association. Notice of the Extraordinary General Meeting will be published in a separate press release.
Number of shares, share capital and dilution
Through the Directed Share Issue, the number of shares will initially increase by 15,718,000 from 73,661,981 to 89,379,981 shares. The share capital increases by approximately
Lock-up commitments
Prior to the completion of the Directed Share Issue, some of the Company's board of directors and senior executives with holdings of financial instruments in the Company have entered into lock-up undertakings which, among other things, means that they have, with certain customary exceptions, undertaken not to sell financial instruments in the Company for a period up to 90 days after the announcement of the Directed Share Issue.
Counsellors
For more information, please contact
Tel: +31 647 19 26 22
Glenn.macdonald@zignsec.com
About
Nasdaq First North Ticker Symbol: ZIGN
Certified Adviser:
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INFORMATION TO DISTRIBUTORS
IN ORDER TO FULFIL THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED IN: (A) DIRECTIVE 2014/65/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL ON MARKETS IN FINANCIAL INSTRUMENTS, AS CONSOLIDATED, ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593, WHICH COMPLEMENTS MIFID II; AND (C) NATIONAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS") AND TO DISCLAIM ANY EXTRA-CONTRACTUAL, INTRA-CONTRACTUAL OR OTHER LIABILITY TO WHICH ANY "MANUFACTURER" (WITHIN THE MEANING OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE BE SUBJECT, THE OFFERED SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT THESE SECURITIES ARE: (I) SUITABLE FOR A TARGET MARKET CONSISTING OF RETAIL INVESTORS AND INVESTORS WHO FULFIL THE CRITERIA FOR PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, AS DEFINED IN MIFID II; AND (II) SUITABLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS PERMITTED UNDER MIFID II (THE "TARGET MARKET ASSESSMENT"). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE COMPANY'S SHARES OR WARRANTS MAY FALL AND INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT; THAT THE COMPANY'S SHARES AND WARRANTS DO NOT CARRY ANY GUARANTEE OF RETURN OR CAPITAL PROTECTION; AND THAT AN INVESTMENT IN THE COMPANY'S SHARES OR WARRANTS IS SUITABLE ONLY FOR INVESTORS WHO DO NOT REQUIRE A GUARANTEED RETURN OR CAPITAL PROTECTION AND WHO (ALONE OR WITH THE HELP OF AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSSES THAT MAY RESULT FROM SUCH AN INVESTMENT. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO ANY OTHER REQUIREMENTS RELATING TO CONTRACTUAL, LEGAL OR REGULATORY RESTRICTIONS ON THE SALE OF THE PRIVATE PLACEMENT. FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE SECURITIES OF THE COMPANY. EACH DISTRIBUTOR IS RESPONSIBLE FOR CARRYING OUT ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE COMPANY'S SHARES AND FOR DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
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