Sileon publishes prospectus in connection with the upcoming rights issue

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, RUSSIA, THE UNITED STATES OR ANY OTHER JURISDICTION, WHERE SUCH ACTIONS ARE SUBJECT TO LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER REGARDING ANY SECURITIES IN SILEON AB (PUBL). SEE ALSO THE “IMPORTANT INFORMATION” SECTION BELOW.

The board of directors of Sileon AB (publ), ("Sileon" or the "Company"), in connection with the rights issue with pre-emptive rights for existing shareholders announced on September 7, 2023 (the "Rights Issue"), has prepared a simplified prospectus ("the Prospectus"), which has today been approved and registered by the Swedish Financial Supervisory Authority.

Publication of the Prospectus

The Prospectus has been prepared in connection with the Rights Issue and has been approved and registered with the Swedish Financial Supervisory Authority on September 13, 2023. The Prospectus, containing complete terms and instructions, as well as subscription forms, are available on the Company's website (www.sileon.com) and on Erik Penser Bank's website (www.penser.se). The Prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se).

Summary of the Rights Issue

• Shareholders in Sileon receive one (1) subscription right per share held on the record date of September 14, 2023
• Each existing share held in the Company as of the record date September 14, 2023, entitles the holder to one (1) subscription right. Two (2) subscription rights entitle the holder to subscribe for one (1) share
• The subscription price for one (1) share is SEK 2.00
• Trading in subscription rights takes place from September 18 to September 27, 2023
• The subscription period runs from September 18 to October 2, 2023
• The estimated date for the announcement of the outcome of the Rights Issue is October 4, 2023

The Rights Issue is secured to 100 percent through subscription commitments and guarantee undertakings. Subscription commitments have been made by certain existing shareholders as well as senior executives and board members and amount to approximately 35.9 percent of the Rights Issue. Approximately 64.1 percent of the Rights Issue is secured through guarantee undertakings from existing shareholders and an external party. In the event of full subscription in the Rights Issue, the Company will receive approximately MSEK 33.8 before issuance costs. For further information about the Rights Issue, refer to the published Prospectus.

Advisors

Erik Penser Bank AB is the financial advisor and Advokatfirman Vinge KB is the legal advisor to Sileon in connection with the Rights Issue.

For more information, please contact:

David Larsson, CEO, Sileon
E-mail: [email protected]
Phone: +46 725 502 306

The information was provided, through the care of the above-mentioned contact person, for publication on September 13^th, 2023, at 10:15 CEST.

About Sileon
Sileon is a global fintech company that offers an innovative card-based Buy Now Pay Later (BNPL) SaaS functionality to banks, card issuers and fintechs. With Sileon's BNPL product, customers can add BNPL to their existing credit or debit card base and run their B2B or B2C BNPL business in-house. Sileon operates in a fast-growing international market with an estimated transaction volume of $680 billion globally by 2025. Sileon is listed on the Nasdaq First North Growth Market and has approximately 50 employees at its headquarters in Stockholm, Sweden. The company's Certified Adviser is Erik Penser Bank.

Important information

The information in this press release does not constitute an offer to acquire, subscribe to, or otherwise trade in shares or other securities in Sileon. The invitation to relevant parties to subscribe for shares in Sileon will only be made through the prospectus that Sileon has published today, September 13, 2023. No action has been taken, or will be taken, by Sileon to permit a public offer in jurisdictions other than Sweden.

This press release may not be published or distributed, directly or indirectly, in or to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, United Kingdom, the United States or any other jurisdiction where such action in whole or in part is subject to legal restrictions, or would require additional prospectus, registration or other measures than what follows from Swedish law. The information in this press release may also not be forwarded or reproduced in a way that is contrary to such restrictions or would entail such requirements. Actions contrary to this instruction may constitute a violation of applicable securities legislation. Neither subscription rights, paid and subscribed shares nor new shares subscribed for in the offering have been registered or will be registered under the United States Securities Act of 1933 as amended (the “Securities Act”) and may not be offered, subscribed for, exercised, pledged, sold, resold, delivered or transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act. The offer is also not directed at persons domiciled in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, United Kingdom or in any other jurisdiction where participation would require additional prospectus, registration or other measures than those that follow from Swedish law.

Forward-looking statements

This press release contains certain forward-looking statements that reflect Sileon’s current views and expectations regarding future events and financial and operational developments, including statements regarding the Rights Issue and statements regarding guidance, planning, prospects and strategies. Words such as "intended," " predicted," "expected," "planned," "estimated," "may," and other expressions that imply indications or predictions of future developments or trends and are not based on historical facts constitute forward-looking statements information. Although Sileon believes that these statements are based on reasonable assumptions and expectations, Sileon cannot guarantee that such forward-looking statements will be realized. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual outcomes may differ materially from those expressed in forward-looking information. Forward-looking statements in the press release speak only as of the date of the press release and are subject to change without notice. Potential investors should not place undue reliance on the forward-looking information contained herein, and potential investors are strongly encouraged to read those parts of the prospectus that include a more detailed description of factors that may affect the Company's business and the market in which the Company operates. The company makes no promises to publish updates or revisions to forward-looking statements as a result of new information, future events or the like beyond what is required by applicable laws or stock market regulation.