Company announcement – No. 45 / 2022
Zealand Pharma completes registration of capital
increase
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.
- Zealand has today completed and registered a capital
increase of 4,975,000 new shares
Copenhagen, Denmark, 7 October 2022 – Further to the
company announcements no. 43 and 44 / 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 that it has today, as
part of completion of a directed issue and private placement (the
"Offering"), registered with the Danish Business Authority,
the capital increase of approx. DKK 786 million, divided into
4,975,000 ordinary shares (the "New Shares").
Following the registration of the New Shares with the Danish
Business Authority, Zealand's share capital amounts to DKK
51,513,186 divided into 51,513,186 shares with a nominal value of
DKK 1 each.
The New Shares rank pari passu with Zealand's existing shares
and carry the same dividend and other rights. Each New Share
carries one vote at Zealand's general meetings. Zealand only has
one class of shares.
The New Shares have been issued under a temporary ISIN code and
are expected to be admitted to trading on Nasdaq Copenhagen on 10
October 2022 in Zealand's permanent ISIN code DK0060257814. The
temporary ISIN code is expected to be merged with the permanent
ISIN code on 11 October 2022.
The amendments to Zealand's articles of association required by
the capital increase have been registered today with the Danish
Business Authority.
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-lead manager in the Offering (the joint
global coordinators and the co-lead manager are jointly referred to
as the "Managers").
Plesner and Cooley LLP are acting as Danish and U.S. legal
advisors respectively to 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
of 1933, as amended (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.
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.
Zealand Pharma AS (NASDAQ:ZEAL)
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から 5 2024 まで 6 2024
Zealand Pharma AS (NASDAQ:ZEAL)
過去 株価チャート
から 6 2023 まで 6 2024