Company announcement – No. 44 / 2022
Zealand Pharma announces completion of a directed issue
and private placement of 4,975,000 new ordinary shares raising
gross proceeds of approx. DKK 786 million
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.
- As announced on 4 October 2022, Zealand Pharma
commenced a directed share offering to institutional and
professional investors through an accelerated
bookbuilding.
- Today, 4 October 2022, Zealand Pharma’s board of
directors has exercised an authorization to increase the share
capital by issuing 4,975,000 new shares.
- The new shares will be issued at a subscription price
of DKK 158 per new share.
- The aggregate gross proceeds from the issue will amount
to approx. DKK 786 million and Zealand intends to use the net
proceeds 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 – With
reference to company announcement no. 43 / 2022 regarding the
announcement of a directed issue and private placement of new
ordinary shares, 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,
today announces that the board of directors of Zealand has in
accordance with article 7.1 of Zealand's articles of association
today exercised an authorization granted by Zealand's annual
general meeting held on 6 April 2022, to increase Zealand's share
capital by issue of 4,975,000 new ordinary shares (the "New
Shares") at a subscription price of DKK 158 per New
Share.
The issuance of the New Shares follows an offering at market
price in a private placement directed at certain institutional and
professional investors in Denmark and certain other jurisdictions
(the "Offering"). The subscription price for the
New Shares has been determined through an accelerated bookbuilding
procedure as part of the Offering.
The Offering is expected to be completed on 7 October 2022
(subject to the satisfaction of customary closing conditions), and
the New Shares are expected to be admitted to trading and official
listing on Nasdaq Copenhagen on 10 October 2022.
The Offering has not been registered under the U.S. Securities
Act of 1933, as amended (the “U.S. Securities Act”), and was 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, as a directed issue and private placement to
eligible institutional and professional investors.
Summary of the Offering:
- 4,975,000 New Shares were subscribed for in the Offering;
- the subscription price for the New Shares is DKK 158 per New
Share;
- total gross proceeds from the Offering will amount to approx.
DKK 786 million;
- allocation of the New Shares subscribed for in the Offering has
been determined by the board of directors of Zealand in
consultation with Danske Bank A/S, Goldman Sachs International and
Nordea Danmark, Filial af Nordea Bank Abp, Finland;
- following the Offering, Zealand will be subject to a 90
calendar days lock-up undertaking (calculated from 4 October 2022),
and the members of Zealand's executive management and board of
directors will be subject to a 90 calendar days lock-up undertaking
(calculated from 4 October 2022), both subject to certain customary
exceptions and an exemption related to a limited number of shares
subscribed for by exercise of warrants which can be subscribed for
by certain members of the executive management and board of
directors;
- the New Shares will be issued without pre-emption rights for
Zealand's current shareholders and the New Shares will upon
issuance rank pari passu with Zealand's existing shares and carry
the same dividend and other rights. The New Shares must be
registered in the name of the holder in Zealand’s register of
shareholders;
- each of the New Shares carries one vote at Zealand's general
meetings. Zealand only has one class of shares;
- following completion of the Offering, the registered share
capital of Zealand will amount to DKK 51,513,186 divided into
51,513,186 shares of DKK 1 each; and
- a timetable of expected future principal events can be seen
below.
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.
Admission to trading and official listing
The New Shares will be listed on Nasdaq Copenhagen in reliance
on the exemption in article 1(5)a of the Prospectus Regulation and
not on the basis of a prospectus.
The New Shares will 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, expected on 7 October 2022. The New
Shares are expected to be admitted to trading and official listing
on Nasdaq Copenhagen A/S on or around 10 October 2022 in the
permanent ISIN code for Zealand's existing shares,
DK0060257814.
The admission to trading and official listing of the New Shares
is subject to the Offering not being withdrawn prior to the
settlement thereof and Zealand making an announcement to that
effect.
Expected timetable for the Offering
The completion of the Offering, including admission to trading
and official listing of the New Shares is subject to the Offering
not being withdrawn prior to the settlement thereof.
5 October 2022 |
Subscribers are notified of their allocation |
7 October 2022 |
Registration of the New Shares with the Danish Business
Authority |
7 October 2022 |
Settlement and payment against delivery of the New Shares. The New
Shares will be delivered in the temporary ISIN code |
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 |
11 October 2022 |
Merger of the temporary ISIN code with the permanent ISIN code |
The New Shares
The New Shares will rank pari passu in all respects with
existing shares in Zealand. The New Shares will be negotiable
instruments, and no restrictions will apply to their
transferability. U.S. investors that have acquired New Shares in
the Offering have, however, undertaken certain trading restrictions
for their New Shares. No shares, including the New Shares, carry or
will carry any special rights. Rights conferred by the New Shares,
including voting rights and dividend rights, will apply from the
time when the capital increase is registered with the Danish
Business Authority. The New Shares must be registered in the name
of the holder in Zealand’s register of shareholders.
Managers and legal counsels
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, and Kempen
& Co is acting as co-manager in the Offering (the joint global
coordinators and the co-manager are jointly referred to as the
"Managers").
Plesner and Cooley LLP are acting as Danish and U.S. legal
advisors respectively to the Zealand. Kromann Reumert is acting as
legal advisor to the Managers.
Contacts:
Zealand Pharma
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 ("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 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 Zealand 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.
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 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.
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