The Board of Directors of ZignSec AB (publ) (“ZignSec” or the “Company”) has resolved to issue 2,285,717 shares, based on the authorization granted by ZignSec's annual general meeting on 22 May 2020 (the “Directed Share Issue”) and in accordance with the intention to carry out the Directed Share Issue as communicated by the Company yesterday. The subscription price in the Directed Share Issue is SEK 17.50 per share and has been determined through an “accelerated book-building” procedure led by Corpura Fondkommission AB. Through the Directed Share Issue, ZignSec will receive proceeds amounting to approximately SEK 40 million, before deductions for costs related to the Directed Share Issue.
Subscribers in the Directed Share Issue include new and existing well renowned Swedish investors.
The Directed Share Issue will strengthen the Company’s financial position and enable the Company to accelerate investments in its ID verification platform as well as future acquisitions. The Board of Directors has committed to a long-term acquisition strategy.
The reasons for the deviation from the shareholders’ preferential rights are mainly to further diversify the shareholder base among institutional and private investors and at the same time, raise capital in a time-efficient manner. The subscription price per share corresponds to a discount of approximately 5 per cent compared with the volume-weighted average price for the share over a period of 15 trading days up to and including 31 August 2020, which was the last trading day before the Board of Director’s decision on the Directed Share Issue. 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.
The completion of the Directed Share Issue results in a dilution for existing shareholders of approximately 10 per cent of the number of shares and votes in the Company after completion of the transaction, through an increase in the number of outstanding shares and votes of 2,285,717, from 19,724,250 to 22,009,967. The share capital will increase by approximately SEK 90,583,16 from approximately SEK 781,673.74 to approximately SEK 872,256.90.
Corpura Fondkommission AB has been appointed Sole Bookrunner, and Eversheds Sutherland Advokatbyrå AB acts as legal counsel to the Company in connection with the Directed Share Issue.
Alexander Albedj, Chairman
Tel: +46 76 221 30 75
Eminova Fondkommission AB
+46 8684 211 00
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.