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The Board of Directors of ZignSec AB (publ) (“ZignSec” or the “Company”) has, with support of authorization from the annual general meeting on 26 May 2021, resolved on a directed share issue of 6,666,667 shares to Swedish and international investors, including Lloyd Fonds, Altitude Capital, Consensus Asset Management and Knutsson Holdings. Furthermore, the Board of Directors has, conditioned by the approval of the general meeting, resolved on another directed issue of 57,142 shares to the newly elected Board of Directors Eric Wallin and Marie-Louise Gefwert. Notice to extraordinary general meeting for approval of the share issue to Eric Wallin and Marie-Louise Gefwert will be announced separately.

The share issues have been carried out at a subscription price of SEK 21 per share, determined through an accelerated bookbuilding-procedure conducted by Vator Securities. Due to great interest, the Board of Directors has chosen to increase the capital raise and through the share issues the Company is provided with approximately SEK 141 million before transaction related costs. The net proceeds will mainly be used to finance the acquisition of Web Shield Limited as well as to finance the Company's operations in accordance with the Company's communicated strategy.

“It is with great humbleness and gratitude that I welcome several reputable institutions to our ownership base, and we will work hard to ensure the delivery of shareholder value to both them and to all the current shareholders who believe in ZignSec. As CEO, I will do everything I can to ensure that we continue to deliver high quality deals, both commercially and in the form of acquisitions”, comments Timm Schneider, CEO.

ZignSec has, after completed accelerated bookbuilding-procedure, carried out a capital raise of approximately SEK 141 million. The capital raise is divided into two directed share issues, one to Swedish and international investors, including Lloyd Fonds, Altitude Capital, Consensus Asset Management and Knutsson Holdings, and the other to the Board of Directors Eric Wallin and Marie-Louise Gefwert, who were newly elected on the annual general meeting 2021.

The share issues have been carried out at a subscription price of SEK 21 per new share, corresponding to a discount of approximately 2 per cent in relation to the 20-day volume weighted average price of the Company’s shares on Nasdaq First North Growth Market up to 9 June 2021. The subscription price has been determined through an accelerated bookbuilding-procedure conducted by Vator Securities, which is why it is the Board of Directors assessment that the subscription price reflects current market conditions and demand.

The net proceeds from the share issues will mainly be used to finance the acquisition of Web Shield Limited as well as to finance the Company's operations in accordance with the Company's communicated strategy.

In connection with the share issues, Board of Directors and senior executives who own shares in the Company have entered into lock-up commitments of 120 days calculated from the first day of trading for the new shares, containing customary terms and exemptions under the direction of Vator Securities.

The share issue directed to Swedish and international investors has been resolved upon with support of authorization from the annual general meeting on 26 May 2021. The share issue to the newly elected Board of Directors Eric Wallin and Marie-Louise Gefwert is covered by the so-called Leo Act (Chapter 16 of the Swedish Companies Act) and is thus subject to approval from a general shareholder meeting. Notice to an extraordinary general meeting will be announced through a separate press release.

The reasons for the deviation of the shareholders’ preemption rights are to enable a capital raise in a cost and time effective manner, diversify the ownership of the Company and to make it possible for the Board of Directors Eric Wallin and Marie-Louise Gefwert to invest in the Company and thus achieve alignment of interest with the Company’s shareholders.

In order to facilitate the completion of the share issue to Swedish and international investors, the new shares have been subscribed by Vator Securities as issuing agent to an amount corresponding to the quota value of the shares, for subsequent transfer to the final investors at a price of SEK 21 per share, which is finally reported to the Company.

Through the share issues the number of shares in the Company will increase by 6,723,809, from 22,998,341 to 29,722,150 and the share capital will increase by SEK 266,465.15 from SEK 911,426.26 to SEK 1,177,891.41. The dilution for existing shareholders amounts to approximately 22.6 per cent.

Advisors

Vator Securities AB is sole global coordinator and bookrunner and Eversheds Sutherland Advokatbyrå AB is legal advisor to ZignSec in connection with the share issues.

For more information, please contact:

Timm Schneider, CEO
Tel: +46 8 121 541 39
timm.schneider@zignsec.com

About ZignSec

ZignSec is a RegTech Company that develops and operates a technical platform that has different types of ID verification methods in one place. The methods are used by companies to quickly and safely identify online customers in real time. The Company's customers operate in various industries where identification is important, with the greatest concentration in financial services and other regulated operations.

Nasdaq First North Ticker Symbol: (ZIGN)

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

Important information

Release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and people in those jurisdictions, in which this press release has been announced or distributed, should inform themselves of and follow such legal restrictions. 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.

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 information in this press release may not be announced, published or distributed to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States the United States, or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market’s rule book for issuers.

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