NOT FOR PUBLICATION, DISTRIBUTION, OR DISCLOSURE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
The Directed Issue
The subscription price and the number of newly issued shares and warrants in the Directed Issue will be determined through an accelerated bookbuilding procedure which will be initiated immediately after the publication of this press release and carried out by
Considerations
Prior to the decision to investigate the conditions for the Directed Issue, the Board of Directors has carefully considered alternative financing solutions, including the conditions for carrying out a rights issue. However, the board of directors has found, in an overall assessment and after careful consideration, that an issue with deviation from the shareholders' preferential rights is the most favourable for the Company and its shareholders. A rights issue would, according to the board of directors' assessment, be significantly more costly for the Company and take significantly longer to implement. Furthermore, a rights issue would, in the board of directors' assessment, have to be carried out at a lower issue price and entail an increased exposure to potential market volatility compared to a directed issue. In this regard, the Board of Directors has also taken into account previously completed rights issues and their outcomes. In view of the above, the Board of Directors has made the assessment that the Directed Issue with deviation from the shareholders' preferential rights is the most favourable alternative for
As the subscription price in the Directed Issue will be determined through an accelerated bookbuilding procedure, the Board of Directors considers that the marketability of the subscription price is ensured.
Extraordinary General Meeting
Provided that the Board of Directors resolves on the Directed Issue, an extraordinary general meeting of the Company will be convened to resolve to approve the resolution regarding the issue of warrants.
Advisors
For more information, please contact
Tel: +31 647 19 26 22
Glenn.macdonald@zignsec.com
About
Nasdaq First North Ticker Symbol: ZIGN
Certified Adviser:
IMPORTANT INFORMATION
THE PUBLICATION, RELEASE OR DISTRIBUTION OF THIS PRESS RELEASE MAY, IN CERTAIN JURISDICTIONS, BE SUBJECT TO LEGAL RESTRICTIONS AND PERSONS IN THE JURISDICTIONS IN WHICH THIS PRESS RELEASE HAS BEEN PUBLISHED OR DISTRIBUTED SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH LEGAL RESTRICTIONS. THE RECIPIENT OF THIS PRESS RELEASE IS RESPONSIBLE FOR USING THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN IN ACCORDANCE WITH THE 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 THE COMPANY IN ANY JURISDICTION, NEITHER FROM THE COMPANY NOR FROM ANYONE ELSE.
THIS PRESS RELEASE IS NOT A PROSPECTUS WITHIN THE MEANING 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 TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN
IN THE
FORWARD-LOOKING STATEMENTS
TO THE EXTENT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERISED BY WORDS SUCH AS "WILL", "EXPECT", "BELIEVE", "ESTIMATE", "INTEND", "INTEND", "ASSUME" AND SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS ZIGNSEC'S INTENTIONS, OPINIONS OR CURRENT EXPECTATIONS OR ASSUMPTIONS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND PROJECTIONS THAT ZIGNSEC HAS MADE TO THE BEST OF ITS ABILITY BUT WHICH ZIGNSEC DOES NOT CLAIM WILL BE ACCURATE IN THE FUTURE. FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT AND ARE GENERALLY BEYOND THE CONTROL OF ZIGNSEC. IT SHOULD BE KEPT IN MIND THAT ACTUAL EVENTS OR OUTCOMES MAY DIFFER MATERIALLY FROM WHAT IS CONTEMPLATED OR EXPRESSED IN SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE COMPANY NOR ANYONE ELSE UNDERTAKES ANY OBLIGATION TO REVIEW, UPDATE, CONFIRM OR RELEASE 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, EXCEPT AS REQUIRED BY LAW OR THE NASDAQ FIRST NORTH GROWTH MARKET'S RULES FOR ISSUERS.
INFORMATION TO DISTRIBUTORS
IN ORDER TO FULFIL THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED IN: (A) DIRECTIVE 2014/65/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL ON MARKETS IN FINANCIAL INSTRUMENTS, AS CONSOLIDATED, ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593, WHICH COMPLEMENTS MIFID II; AND (C) NATIONAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS") AND TO DISCLAIM ANY EXTRA-CONTRACTUAL, INTRA-CONTRACTUAL OR OTHER LIABILITY TO WHICH ANY "MANUFACTURER" (WITHIN THE MEANING OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE BE SUBJECT, THE OFFERED SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT THESE SECURITIES ARE: (I) SUITABLE FOR A TARGET MARKET CONSISTING OF RETAIL INVESTORS AND INVESTORS WHO FULFIL THE CRITERIA FOR PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, AS DEFINED IN MIFID II; AND (II) SUITABLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS PERMITTED UNDER MIFID II (THE "TARGET MARKET ASSESSMENT"). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE COMPANY'S SHARES OR WARRANTS MAY FALL AND INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT; THAT THE COMPANY'S SHARES AND WARRANTS DO NOT CARRY ANY GUARANTEE OF RETURN OR CAPITAL PROTECTION; AND THAT AN INVESTMENT IN THE COMPANY'S SHARES OR WARRANTS IS SUITABLE ONLY FOR INVESTORS WHO DO NOT REQUIRE A GUARANTEED RETURN OR CAPITAL PROTECTION AND WHO (ALONE OR WITH THE HELP OF AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSSES THAT MAY RESULT FROM SUCH AN INVESTMENT. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO ANY OTHER REQUIREMENTS RELATING TO CONTRACTUAL, LEGAL OR REGULATORY RESTRICTIONS ON THE SALE OF THE PRIVATE PLACEMENT. 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 SECURITIES OF THE COMPANY. EACH DISTRIBUTOR IS RESPONSIBLE FOR CARRYING OUT ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE COMPANY'S SHARES AND FOR DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
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