ZignSec
ZignSec announces outcome of rights issue (MFN)

2023-07-10 18:00

The Board of Directors of ZignSec AB (publ) (the "Company" or "ZignSec") announces the outcome of the rights issue of shares with preferential rights for the existing shareholders, announced on 12 June 2023 (the "Rights Issue"). The Rights Issue was 61 percent subscribed for with and without the support of subscription rights. In total, 9 165 414 shares were subscribed for with the support of subscription rights, representing approximately 34 percent of the Rights Issue, and 7 090 020 shares were subscribed for without the support of subscription rights, representing approximately 27 percent of the Rights Issue. Thereby, guarantee commitments of SEK 3.7 million, corresponding to 14 percent of the Right Issue, will be utilized. ZignSec will thereby receive a total of approximately SEK 19.6 million before issue costs.

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.

Outcome of the Rights Issue
The subscription period for the Rights Issue ended on 6 July 2023 and the outcome shows that the Rights Issue was subscribed to approximately 61 percent with and without subscription rights. In total, 9 165 414 shares were subscribed for with the support of subscription rights, corresponding to approximately 34 percent of the Rights Issue, and 7 090 020 shares were subscribed for without the support of subscription rights, corresponding to approximately 27 percent of the Rights Issue. The Rights Issue will raise approximately SEK 19.6 million before issue costs, which are expected to amount up to approximately SEK 3 million. Thereby, guarantee commitments of SEK 3.7, corresponding to 14 percent of the Rights Issue, will be utilized. The proceeds of the issue will be used primarily to secure working capital for at least 12 months ahead for product development, streamline the sales organization and reorganization, and to pay Wyzer’s earn-out in accordance with the acquisition agreement entered into in 2020.

Notification of the allocation of shares subscribed for without subscription rights will be sent to those who have been allocated shares in the form of a settlement note. Shareholders registered with a trustee will receive notification of allocation in accordance with the procedures of the respective trustee. Allotment of shares subscribed for without the support of subscription rights has been carried out in accordance with the principles set out in the Information memorandum.

CEO Glenn Mac Donald comments:

“This outcome reflects the market's recognition of ZignSec as a trusted partner in the digital identity verification space, poised for extraordinary expansion in a rapidly digitizing world. The funds raised through this share issue will fuel our ambitious growth plans, bolster our Product and Sales efforts, strengthen our technology infrastructure, and amplify our R&D and marketing capabilities. The board and I would like to extend our heartfelt gratitude to our investors for their trust and support. Together, we will be an important player in the market, revolutionizing how businesses verify digital identities and combat fraud risks.”

Number of shares, share capital and dilution
After the Rights Issue has been registered with the Swedish Companies Registration Office, the total number of shares in the Company will increase by 20 102 037 and amount to 73 661 981. The share capital will increase by SEK 796 645 and amount to SEK 2 919 231. Shareholders who have chosen not to participate in the Rights Issue will experience a dilution effect amounting to 27 percent.

Trading in BTA
Trading in paid subscribed Shares (“BTA”) on Nasdaq First North Growth Market will continue until the Swedish Companies Registration Office has registered the Rights Issue and BTA is converted to shares, which is expected to occur around week 29, 2023.

Trading in new shares
The new shares will be admitted for trading in connection with the conversion of BTA to shares taking place, which is expected to occur around week 29, 2023.

Advisor
Vator Securities AB is acting as financial advisor and Eversheds Sutherland Advokatbyrå AB is acting as legal advisor in connection with the Rights Issue. Vator Securities is also acting as Issuer Agent in connection with the Rights Issue.

For more information, please contact: Glenn Mac Donald, CEO
Tel: +31 647 13 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.


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