NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

ZignSec AB (publ) ("ZignSec" or the "Company") publishes an information memorandum in connection with the rights issue resolved by the board of directors on 12 June 2023 (the "Rights Issue") and is now available on the Company’s website.

The information memorandum has been prepared in connection with the forthcoming Rights Issue. The information memorandum, containing full terms and conditions and other information about the Rights Issue, is available on the Company's website (www.zignsec.com) and Vator Securities AB's website (www.vatorsecurities.se). Application forms will be made available on the Company's and Vator Securities' websites at the start of the subscription period.

For further information on the Rights Issue, please see the published information memorandum.

The Rights Issue in brief

• Rights issue of a maximum of 26,779,972 shares corresponding to, upon full subscription, total proceeds of approximately SEK 26.2 million before issue costs.
• Subscription commitments of approximately SEK 7.0 million in total have been received from the Board of Directors and the strategic shareholders in the Company. Guarantee commitments of approximately SEK 12.7 million have been received from several external investors. The Rights Issue is thus guaranteed to approximately 75 percent through subscription commitments and guarantee commitments.
• For each existing share held on the record date, one (1) subscription right is received in the Rights Issue. Holding of two (2) subscription rights entitles to subscribe for one (1) new share.
• Subscription price of SEK 0.98 per share.
• The record date for the Rights Issue is 20 June 2023, the last day for trading including the right to receive subscription rights was 16 June 2023 and the first day for trading excluding the right to receive subscription rights was 19 June 2023.
• The subscription period for the Rights Issue is expected to begin on 22 June 2023 and to end on 6 July 2023.

Preliminary timetable regarding the Rights Issue

Advisors

Vator Securities AB is the Company’s financial advisor and Eversheds Sutherland Advokatbyrå AB is the Company’s legal advisor in connection to the Rights Issue. Vator Securities AB acts as the issuer agent in connection to the Rights Issue.

For more information, please contact

Glenn Mac Donald, CEO
Tel: +31 647 19 26 22
Glenn.macdonald@zignsec.com

About ZignSec

ZignSec is a technology group in the fast-growing RegTech industry. The company provides SaaS platform with digital real-time solutions for customer due diligence and ID verification with global reach. The solutions are used by companies that in turn can optimize their processes for "onboarding" both corporate customers and consumers and at the same time ensure compliance with ever-changing 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

IN CERTAIN JURISDICTIONS, THE PUBLICATION, ANNOUNCEMENT OR DISTRIBUTION OF THIS PRESS RELEASE MAY BE SUBJECT TO RESTRICTIONS ACCORDING TO LAW. PERSONS IN SUCH JURISDICTIONS WHERE THIS PRESS RELEASE HAS BEEN PUBLISHED OR DISTRIBUTED SHOULD INFORM THEMSELVES, OBSERVE AND ABIDE BY SUCH RESTRICTIONS. THE RECIPIENT OF THIS PRESS RELEASE IS RESPONSIBLE FOR USING THIS PRESS RELEASE, AND THE INFORMATION HEREIN, IN ACCORDANCE WITH APPLICABLE RULES IN THE RESPECTIVE JURISDICTION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO, OR AN INVITATION TO, ACQUIRE OR SUBSCRIBE ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION, NOT FROM THE COMPANY OR ANY OTHER PERSON.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS FOR THE PURPOSES OF REGULATION (EU) 2017/1129 (THE “PROSPECTUS REGULATION”) AND HAS NOT BEEN APPROVED BY ANY REGULATORY AUTHORITY IN ANY JURISDICTION.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION CONCERNING THE ACQUISITION OR SUBSCRIPTION OF SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN MAY NOT BE SOLD IN THE UNITED STATES WITHOUT REGISTRATION, OR WITHOUT THE APPLICATION OF AN EXEMPTION FROM REGISTRATION, ACCORDING TO THE U.S. SECURITIES ACT FROM 1933 ("SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION, COVERED BY AN EXEMPTION FROM, OR IN A TRANSACTION NOT COVERED BY ACCOUNTS. THERE IS NO INTENT TO REGISTER ANY SECURITIES MENTIONED HEREIN IN THE UNITED STATES OR TO SUBMIT A PUBLIC OFFER REGARDING SUCH SECURITIES IN THE UNITED STATES. THE INFORMATION IN THIS PRESS RELEASE MUST NOT BE PUBLISHED, PUBLISHED, COPIED, REPRODUCED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR TO THE UNITED STATES (INCLUDING ITS TERRITORIES AND PROVINCES, EACH STATE IN THE US AND DISTRICT OF COLUMBIA), AUSTRALIA, SINGAPORE, NEW ZEELAND, JAPAN, SOUTH KOREA, CANADA, HONG KONG OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, PUBLICATION OR DISTRIBUTION OF THIS INFORMATION WOULD BE CONTRARY TO THE APPLICABLE RULES OR WHERE SUCH A MEASURE IS SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE FURTHER REGISTRATION OR OTHER MEASURES THAN WHAT FOLLOWS OF SWEDISH LAW. ACTIONS IN VIOLATION OF THIS INSTRUCTION MAY BREACH APPLICABLE SECURITIES LEGISLATION.

IN THE UNITED KINGDOM, THIS PRESS RELEASE 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 PRESS RELEASE RELATES IS AVAILABLE ONLY TO, AND WILL BE ENGAGED IN ONLY WITH, “QUALIFIED INVESTORS” 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

TO THE EXTENT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERIZED BY WORDS THAT "WILL", "ARE EXPECTED", "BELIEVES", "ESTIMATES", “INTENDS”, “ASSUMES” AND SIMILAIR EXPRESSIONS. SUCH STATEMENTS EXPRESS ZIGNSEC'S INTENTIONS, OPINIONS OR CURRENT EXPECTATIONS OR ASSUMPTIONS. SUCH FUTURE STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND FORECASTS WHICH ZIGNSEC HAS MADE TO THE BEST PERFORMANCE BUT WHICH ZIGNSEC DOES NOT SAY IN THE COMING TOMORROW. FUTURE STATEMENTS ARE COMBINED WITH RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT AND IN GENERAL CANNOT BE AFFECTED BY ZIGNSEC. IT SHOULD BE KEEPED IN MIND THAT ACTUAL EVENTS OR OUTCOMES MAY DIFFER SIGNIFICANTLY FROM WHAT IS COVERED BY, OR EXPRESSED FOR, IN SUCH FORWARD-LOOKING STATEMENTS.

INFORMATION TO DISTRIBUTORS

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED (“MIFID II”); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE “MIFID II PRODUCT GOVERNANCE REQUIREMENTS”), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY “MANUFACTURER” (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE SHARES IN ZIGNSEC HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH SHARES ARE: (I) COMPATIBLE WITH AN END TARGET MARKET OF RETAIL INVESTORS AND INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, EACH AS DEFINED IN MIFID II; AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE “TARGET MARKET ASSESSMENT”). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE SHARES IN ZIGNSEC MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE SHARES IN ZIGNSEC OFFER NO GUARANTEED INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE SHARES IN ZIGNSEC IS COMPATIBLE ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL PROTECTION, WHO (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN RELATION TO THE SHARE ISSUE. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, THE JOINT BOOKRUNNERS WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.

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 SHARES IN ZIGNSEC.

EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE SHARES IN ZIGNSEC AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

Attachments

ZignSec publishes an information memorandum in connection with the forthcoming rights issue