ZignSec AB (publ) (“ZignSec” or the “Company”) hereby announces its intention to carry out a new issue of shares of approximately SEK 40 million directed to private and institutional investors, which is intended to be carried out based on the authorization granted by the annual general meeting on 22 May 2020 (the "Directed Share Issue"). ZignSec has engaged Corpura Fondkommission AB (“Corpura”) to investigate the conditions for the Directed Share Issue through an accelerated book building procedure, which commences after the publication of this press release.
Following the signing of the acquisition of Basis ID, ZignSec is expanding to become a group of companies with a platform well-suitable for new investments of both ID verification technology and acquisitions. Recently, ZignSec has identified a higher amount and more attractive opportunities which justify accelerated investments in its ID verification platform. ZignSec’s goal with the Directed Share Issue is to strengthen the Company’s financial position to be able to act on these opportunities that have arisen.
The subscription price of the new shares will be determined through an accelerated book building procedure, which will begin immediately after the publication of this announcement and end before the commencement of trading on Nasdaq First North Growth Market on 1 September 2020. The book building procedure may, at the discretion of the Company, close earlier or later and may be cancelled at any time.
The reasons for the deviation from the shareholders’ preferential rights are mainly to further diversify the shareholder base among private and institutional investors and at the same time, raise capital in a time-efficient manner. The Board of Directors’ assessment is that the subscription price in the Directed Share Issue is in accordance with market conditions, since it has been determined through an “accelerated book-building” procedure.
ADVISERS
Corpura Fondkommission has been appointed Sole Bookrunner, and Eversheds Sutherland Advokatbyrå AB acts as legal adviser to the Company in connection with the Directed Share Issue.
RESPONSIBLE PARTIES
Alexander Albedj, Chairman
Tel: +46 76 221 30 75
alexander.albedj@zignsec.com
Certified Adviser
Eminova Fondkommission AB
+46 8684 211 00
info@eminova.se
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in ZignSec in any jurisdiction, neither from ZignSec nor from someone else.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the ZignSec. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Corpura Fondkommission AB is acting for ZignSec in connection with the Directed Issue and no one else and will not be responsible to anyone other than ZignSec for providing the protections afforded to its clients nor for giving advice in relation to the Directed Share Issue or any other matter referred to herein.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. ZignSec has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
ZIGNSEC AB 
