Company announcement – No. 43 / 2022
Zealand Pharma announces directed issue and private placement
of approximately 4.5m new shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA, EXCEPT AS PERMITTED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN
THE UNITED STATES AND THE SECURITIES REFERRED TO HEREIN MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY
PUBLIC OFFERING OF SUCH SECURITIES TO BE MADE IN THE UNITED STATES
WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE
ISSUER, WHICH WOULD CONTAIN DETAILED INFORMATION ABOUT THE COMPANY
AND MANAGEMENT, AS WELL AS FINANCIAL STATEMENTS.
- A directed share offering to certain institutional and
professional investors through an accelerated bookbuilding process
will begin immediately.
- The net proceeds from the issue are expected to be used to
help fund continued development of Zealand's proprietary pipeline
of investigational peptide-based therapeutics, support
pre-commercial activities, and general corporate purposes.
Copenhagen, Denmark, 4 October 2022 – Zealand Pharma
A/S ("Zealand") (Nasdaq: ZEAL), (CVR-no. 20 04 50 78), a
biotechnology company focused on the discovery and development of
innovative peptide-based medicines, announces the launch of an
offering of new shares at market price (the "Offering"). The
Offering will be completed through an accelerated bookbuilding
process and will consist of approx. 4.5 million new shares (the
"New Shares") in a private placement directed at
institutional and professional investors in Denmark and certain
other jurisdictions.
Background for the Offering
On Friday 30 September, Zealand announced positive topline
results from the EASE 1 Phase 3 clinical trial of its candidate
glepaglutide, which is a long-acting GLP-2 analog in development
for the treatment of Short Bowel Syndrome (SBS). Glepaglutide
treatment met the primary endpoint with twice weekly dosing
achieving a statistically significant reduction in weekly
parenteral support volume by 5.13 Liters/week from baseline at 24
weeks (please see company announcement no. 41 / 2022 for further
information).
In March, Zealand announced a new strategy to pursue strategic
partners for commercialization and co-development of late-stage
clinical assets, and prioritize resources on R&D. The net
proceeds from the Offering are intended to:
- Support the Phase 3 EASE clinical program for glepaglutide and
potential regulatory submission for SBS, and pursue a strong
strategic partner for future commercialization
- Advance the clinical-stage candidates, including the
obesity/metabolic disease portfolio
- Progress additional peptide candidates into early clinical
development
- Strengthen the Company’s capital base and cash preparedness
(general corporate purposes)
Zealand expects the new funds to provide cash runway until Q2
2024 and expects to advance the clinical pipeline and as such reach
several potential key milestones within this time frame.
Terms of the Offering
The Offering has not been registered under the U.S. Securities
Act of 1933, as amended (the “U.S. Securities Act”), and
will be made pursuant to applicable exemptions from the obligation
to publish a Danish prospectus in Denmark as well as exemptions
from the U.S. Securities Act and the securities laws of other
applicable jurisdictions. The Offering will be made at market price
and without pre-emption rights for Zealand's existing shareholders.
The Offering is not underwritten.
The subscription price and the total number of New Shares in the
Offering will be determined through an accelerated bookbuilding
process (the "Bookbuilding") as part of the Offering. The
Bookbuilding for the Offering will open with immediate effect and
can close at any time. The offer price and allocation will be
determined after the close of the Bookbuilding process at Zealand's
discretion. The result of the Offering, the offer price and the
total number of New Shares are expected to be announced as soon as
practicable thereafter in a company announcement. If the Offering
is oversubscribed, an individual allocation of the New Shares will
be made.
The New Shares will, if issued, be issued in the systems of VP
Securities A/S ("Euronext Securities") and delivered to the
investors in the temporary ISIN code DK0061929395. No application
for admission to trading and official listing has been, or will be,
filed for the New Shares issued under the temporary ISIN code, and
the temporary ISIN code will only be registered with Euronext
Securities for subscription for the New Shares. The temporary ISIN
code in Euronext Securities will be merged with the permanent ISIN
code for the existing shares, DK0060257814, as soon as possible
following registration of the share capital increase with the
Danish Business Authority. New Shares are, if issued, expected to
be admitted to trading and official listing on Nasdaq Copenhagen
A/S, in the ISIN code for the existing shares, DK0060257814,
following issuance, expectedly on 10 October 2022.
In connection with the Offering, Zealand has agreed to undertake
a lock-up commitment for 90 calendar days following the date
hereof, subject to certain customary exceptions. In addition, the
members of Zealand's executive management and board of directors
have agreed to undertake a lock-up commitment for 90 calendar days
following the date hereof, subject to certain customary exceptions
and an exemption related to a limited number of shares subscribed
to by exercise of warrants which can be subscribed for by certain
members of the executive management and board of directors.
Danske Bank A/S, Goldman Sachs International and Nordea Danmark,
Filial af Nordea Bank Abp, Finland are acting as joint global
coordinators and joint bookrunners in the Offering (the joint
global coordinators are referred to as the "Managers").
Plesner and Cooley LLP are acting as Danish and U.S. legal
advisors respectively to Zealand for the Offering. Kromann Reumert
is acting as legal advisor to the Managers.
The net proceeds from the offering are expected to be used to
help fund continued development of Zealand's proprietary pipeline,
support pre-commercial activities, and general corporate
purposes.
Share capital increase
The board of directors of Zealand is, if the Offering is
completed, expected to exercise its authorization in article 7.1 of
Zealand's articles of association granted by Zealand's general
meeting at the annual general meeting 6 April 2022, to issue the
New Shares and increase Zealand's share capital accordingly.
Expected timetable for the Offering:
The Bookbuilding will commence immediately and can close at any
time.
Completion of the Offering, including the admission to trading
and official listing of the New Shares, is subject to the Offering
not being withdrawn prior to the settlement hereof and Zealand
making an announcement to that effect.
Expected 5 October 2022 |
Pricing and allocation - announcement of subscription price |
Expected 7 October 2022 |
Registration of the New Shares with the Danish Business
Authority |
Expected 7 October 2022 |
Settlement and payment against delivery of the New Shares. The New
Shares will be delivered in the temporary ISIN code |
Expected 10 October 2022 |
Admittance to trading and official listing of the New Shares, in
the ISIN code for the existing shares, DK0060257814, on Nasdaq
Copenhagen A/S |
Expected 11 October 2022 |
Merger of the temporary ISIN code with the permanent ISIN code |
Contacts:
Anna Krassowska, Vice President, Investor Relations &
Corporate CommunicationsAKrassowska@zealandpharma.com
Lykke Rømer, Vice President and Interim Chief Financial
OfficerLRomer@zealandpharma.com
Adam Steensberg, President and Chief Executive
OfficerASteensberg@zealandpharma.com
About Zealand Pharma A/S
Zealand Pharma A/S (Nasdaq: ZEAL) (“Zealand”) is a biotechnology
company focused on the discovery, development, and
commercialization of peptide-based medicines. More than 10 drug
candidates invented by Zealand have advanced into clinical
development, of which two have reached the market and three
candidates are in late-stage development.
The company has development partnerships with a number of
blue-chip pharma companies as well as commercial partnerships for
its marketed products.
Founded in 1998 and headquartered in Copenhagen, Denmark,
Zealand has a team in the U.S. For more information about Zealand’s
business and activities, please visit
http://www.zealandpharma.com.
Important information
This announcement is not a prospectus and investors should not
purchase any securities referred to in this announcement on the
basis of this announcement. The information contained in this
announcement is for information and background purposes only and
does not purport to be full or complete. No reliance may or should
be placed by any person for any purposes whatsoever on the
information contained in this announcement or on its completeness,
accuracy or fairness. The information in this announcement is
subject to change. No obligation is undertaken to update this
announcement or correct any inaccuracies, and the distribution of
this announcement shall not be deemed to be any form of commitment
on the part of Zealand to proceed with any transaction or
arrangement referred to herein. This announcement has not been
approved by any competent regulatory authority.
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for any shares or any other securities nor
shall it (or any part of it) or the fact of its distribution, form
the basis of, or be relied on in connection with, or act as an
inducement to enter into, any contract or commitment whatsoever.
The transactions described in this announcement and the
distribution of this announcement and other information in
connection with the transactions in certain jurisdictions may be
restricted by law and persons into whose possession this
announcement, any document or other information referred to herein
comes should inform themselves about, and observe, any such
restrictions. In particular, no announcement or information
regarding such transactions may be disseminated to the public in
any jurisdiction where a prior registration or approval is required
for such purpose. Any failure to comply with these or other
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction.
In particular, this announcement does not contain or constitute
an offer of, or the solicitation of an offer to buy or subscribe
for, securities to any person in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia, the United States), Australia, Canada, Japan
or South Africa, or in any other jurisdiction to whom or in which
such offer or solicitation is unlawful ("Excluded Territories").
Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. The
securities referred to in this announcement have not been, and will
not be, registered under the U.S. Securities Act or under the
securities laws of any state of the United States or any other
Excluded Territory. Accordingly, such securities may not be
offered, sold, resold or delivered, directly or indirectly, in or
into the United States absent registration except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act, and such
securities may not be offered, sold, resold, taken up, exercised,
renounced, transferred, delivered or distributed, directly or
indirectly, in or into any other Excluded Territories or any other
jurisdiction if to do so would constitute a violation of the
relevant laws of, or require registration of such securities in,
the relevant jurisdiction. There will be no public offer of
securities in the United States or elsewhere. Any public offer of
such securities to be made in the United States would be made by
means of a prospectus that may be obtained from Zealand, which
would contain detailed information about the company and
management, as well as financial statements. None of Zealand, the
Managers or any of their respective subsidiary undertakings,
affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person accepts any
responsibility whatsoever if the foregoing restrictions are not
complied with by any other person.
This announcement is not for release, publication or
distribution in whole or in part in or into the Excluded
Territories, except as permitted by applicable law.This
announcement has been prepared on the basis that any offers of
securities referred to herein will be made pursuant to an exemption
from the requirement to publish a prospectus for offers of such
securities (i) in any Member State of the EEA under the Prospectus
Regulation (EU) 2017/1129 on prospectuses (the "EU Prospectus
Regulation"), and (ii) in the United Kingdom, under the
Prospectus Regulation (EU) 2017/1129 as it forms part of domestic
law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the “UK Prospectus Regulation”).
The information set forth in this announcement is only being
distributed to, and directed at, persons in Member States of the
EEA who are "qualified investors" within the meaning of Article
2(1)(e) of the EU Prospectus Regulation.
This announcement is only being distributed to, and is only
directed at, persons in the United Kingdom who are "qualified
investors" within the meaning of Article 2(1)(e) of the UK
Prospectus Regulation, who are also persons that (i) are
“investment professionals” falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the "Order"), (ii) are persons falling
within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Order, or (iii) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale
of any securities may otherwise lawfully be communicated or caused
to be communicated (all such persons together being referred to as
"relevant persons"). Any investment or investment activity to which
this announcement relates is available in the United Kingdom only
to relevant persons and will be engaged in only with relevant
persons. This announcement must not be acted on or relied on by
persons in the United Kingdom who are not relevant persons.
This announcement is not made and will not make an offer to the
public in Switzerland, except for any offering under the following
exemptions under the Swiss Financial Services Act as of 15 June
2018, as amended (“FINSA”): (i) to a professional client as
defined in FINSA; or (ii) in any other circumstances relying on an
exemption to publish an offering prospectus under FINSA, provided
that no such offer shall require Zealand, the Managers or any other
person involved in the Offering to publish a prospectus pursuant to
FINSA.
None of Zealand, the Managers or any of their respective
subsidiary undertakings, affiliates or any of their respective
directors, officers, employees, advisers, agents or any other
person accepts any responsibility whatsoever for, or makes any
representation or warranty, express or implied, as to the truth,
accuracy, completeness or fairness of the information or opinions
in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to Zealand
or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
This announcement does not constitute an investment
recommendation. The price and value of securities and any income
from them can go down as well as up and you could lose your entire
investment. Past performance is not a guide to future performance.
Information in this announcement cannot be relied upon as a guide
to future performance.
The Managers are acting for Zealand and for no one else in
relation to the Offering and will not be responsible to any other
person for providing the protections afforded to their clients nor
for providing advice in connection with the matters contained in
this announcement. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by the Managers
or by any of their affiliates or agents, as to or in relation to,
the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
In connection with the Offering, each of the Managers and any of
their respective affiliates or any person acting on its or their
behalf, may take up a portion of the shares of the Company in the
Offering in a principal position and in that capacity may retain,
purchase or sell for its own account such shares and other
securities of Zealand or related investments and may offer or sell
such shares, securities or other investments otherwise than in
connection with the Offering. Accordingly, references in this
announcement to New Shares being issued, offered or placed should
be read as including any issue, offering or placement of such
shares in Zealand to the Managers or any of their respective
affiliates or any person acting on its or their behalf acting in
such capacity. In addition, any Manager or any of their respective
affiliates or any person acting on its or their behalf may enter
into financing arrangements (including swaps, warrants or contracts
for difference) with investors in connection with which such
Manager(s) or any of their respective affiliates or any person
acting on its or their behalf may from time to time acquire, hold
or dispose of such securities of Zealand, including the New Shares.
Furthermore, in the event that the Managers acquire New Shares in
the Offering, they may co-ordinate disposals of such shares in
accordance with applicable law and regulation. None of the Managers
or any of their respective affiliates or any person acting on its
or their behalf intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (“MiFID II”); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the “MiFID
II Product Governance Requirements”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any “manufacturer” (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the shares in Zealand Pharma A/S have been subject to a product
approval process, which has determined that such shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, Distributors should
note that: the price of the shares in Zealand Pharma A/S may
decline and investors could lose all or part of their investment;
the shares in Zealand Pharma A/S offer no guaranteed income and no
capital protection; and an investment in the shares in Zealand
Pharma A/S is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the contemplated
share issue. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Danske Bank A/S, Goldman Sachs
International and Nordea Danmark, filial af Nordea Bank Abp,
Finland will only procure investors who meet the criteria of
professional clients and eligible counterparties.
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 shares in Zealand
Pharma A/S. Each distributor is responsible for undertaking its own
target market assessment in respect of the shares in Zealand Pharma
A/S and determining appropriate distribution channels.
Forward-Looking Statements
This press release contains “forward-looking statements”, as
that term is defined in the Private Securities Litigation Reform
Act of 1995, as amended, that provide Zealand Pharma’s expectations
or forecasts of future events, including the pricing and closing of
the Offering and the use of proceeds therefrom. These
forward-looking statements may be identified by words such as
“aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,”
“forecast,” “goal,” “intend,” “may,” “plan,” “possible,”
“potential,” “will,” “would” and other words and terms of similar
meaning. You should not place undue reliance on these statements,
or the scientific data presented. The reader is cautioned not to
rely on these forward-looking statements. Such forward-looking
statements are subject to risks, uncertainties and inaccurate
assumptions, which may cause actual results to differ materially
from expectations set forth herein and may cause any or all of such
forward-looking statements to be incorrect, and which include, but
are not limited to, the occurrence of corporate, regulatory or
financial developments or changes in market conditions. If any or
all of such forward-looking statements prove to be incorrect, our
actual results could differ materially and adversely from those
anticipated or implied by such statements. The foregoing sets forth
many, but not all, of the factors that could cause actual results
to differ from our expectations in any forward-looking statement.
All such forward-looking statements speak only as of the date of
this press release and are based on information available to
Zealand Pharma as of the date of this release. We do not undertake
to update any of these forward-looking statements to reflect events
or circumstances that occur after the date hereof. Information
concerning pharmaceuticals (including compounds under development)
contained within this material is not intended as advertising or
medical advice.
Zealand Pharma AS (NASDAQ:ZEAL)
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