G2 Acquisition Inc. publishes the offer document for the recommended public offer to the shareholders of ZignSec AB (publ)
The Offer is not being made, and this press release may not be distributed, directly or indirectly in or into, nor will any tender of shares be accepted from or on behalf of holders in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, the United States of America or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
On 4 September 2024, G2 Acquisition Inc. ("G2RS") announced a recommended public offer to the shareholders of ZignSec AB (publ) ("ZignSec") to acquire all outstanding shares in ZignSec ("Offer").
The offer document for the Offer is published today on 4 September 2024. The offer document is available in Swedish and English on the Offer website www.g2risksolutions.com/zignsec-public-offer and on Aqurat Fondkommission AB's ("Aqurat") website www.aqurat.se/aktuella-erbjudanden/.
The acceptance form relating to the Offer is available on the Offer website and on Aqurat's website. A pre-printed acceptance form will be sent to shareholders of ZignSec whose shares are directly registered with Euroclear Sweden AB as of 5 September 2024, subject to applicable offer restrictions. Shareholders in ZignSec whose shares are registered in the name of a nominee will not receive a pre-printed acceptance form, and should instead accept the Offer in accordance with instructions from the nominee.
The acceptance period for the Offer commences on 5 September 2024 and expires on 17 October 2024 at 15:00 CEST. Settlement is expected to commence on or around 24 October 2024. G2RS reserves the right to extend the acceptance period for the Offer and to postpone the settlement date. G2RS will announce any extension of the acceptance period and/or postponement of the settlement date by a press release in accordance with applicable laws and regulations.
Information about the Offer
Information about the Offer is available at www.g2risksolutions.com/zignsec-public-offer.
Advisers
G2RS has engaged Evli AB as financial adviser and DLA Piper as legal adviser, with respect to Swedish and US law, in connection with the Offer.
For further information, please contact:
Irina Krasik, Managing Director
Stellex Capital Management LP
212-710-2325
The information was submitted for publication on 4 September 2024 at 08:15 (CEST).
Important information
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law.
This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by G2RS. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made and will not be made, directly or indirectly, within or into, by mail or any other means or instrumentality of communication, whether interstate or foreign, or through the facilities of national securities exchanges, Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States of America. This includes, but is not limited to, facsimile, e-mail, telex, telephone and internet or other forms of electronic transmission. The Offer cannot be accepted and shares cannot be transferred in the Offer in any such manner or by any such means or instrumentality of communication within or from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States or by persons in or resident in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States. Accordingly, this press release and any other documentation relating to the Offer will not be and should not be mailed, otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States or to any person from, in or resident in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States.
Any attempted transfer of shares in the Offer resulting directly or indirectly from a violation of these restrictions is void and any attempted transfer of shares by a person located in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States or by an agent, nominee or other intermediary acting on a non-discretionary basis for a principal giving instructions within or from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States is void and will not be accepted. Each person holding shares and participating in the Offer will certify that they are not from, in or participating in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States and that they are not acting on a non-discretionary basis on behalf of a principal who is from, in or giving an instruction to participate in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States. G2RS will not provide any consideration under the Offer to Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States. This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States. Banks, brokers, dealers and other institutions holding nominee-registered shares for persons in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa or the United States must not forward this press release, or any other documents relating to the Offer, to such persons. In this section, "United States" means the United States of America (its territories and possessions, all states of the United States and the District of Columbia).
The offer, information and documentation made available by this offer document have not been prepared by, and have not been approved by, an "authorized person" within the meaning of section 21 of the UK Financial Services and Market Act 2000 ("FSMA"). Accordingly, the information and documents made available by this offer document may not be distributed in, or passed on to, the public in the United Kingdom, unless an exemption applies. The dissemination of information and documents made available by this press release is exempt from the financial promotion restrictions in regulation 21 of FSMA on the basis that it is a communication by or on behalf of a body corporate relating to a transaction to acquire day-to-day control of a body corporate's business, or to acquire 50 per cent or more of the voting shares in a body corporate, within the meaning of Article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Notwithstanding the foregoing, G2RS reserves the right to permit the Offer to be accepted by persons who are not in or resident in Sweden if G2RS, in its sole discretion, determines that such transaction can be completed in compliance with applicable laws and regulations.
The G2RS or its brokers may acquire or contract to acquire shares in ZignSec, directly or indirectly, in addition to the Offer, before, during or after the acceptance period to the extent permitted by applicable laws and regulations. This also applies to other securities that are directly convertible into, exchangeable for or redeemable for shares in G2RS, such as warrants. Such purchases may be made through a marketplace at market prices or outside a marketplace at negotiated prices. Information on such purchases will be made public in accordance with applicable laws and regulations in Sweden.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
Forward-looking information
Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of G2RS. Any such forward-looking statements speak only as of the date on which they were made and G2RS has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.