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Company announcement – No. 3 / 2022
Zealand Pharma announces directed issue and private placement corresponding to approx. 6.6 % of existing share capital
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 issue to certain reputable institutional shareholders through a private placement
- The net proceeds from the private placement will be used to strengthen Zealand’s ability to execute on the refocused strategy prioritizing R&D and entering commercial partnerships for the late-stage development products
- Company’s cash runway is extended into 2H 2023
Copenhagen, 1 June 2022 – Zealand Pharma A/S ("Zealand") (Nasdaq: ZEAL), (CVR-no. 20 04 50 78), a biotechnology company focused on the discovery, development and commercialization of innovative peptide-based medicines, announces a private placement and directed issue of 2,892,368 new shares, each of a nominal value of DKK 1(the "New Shares"), representing approx. 6.6% of Zealand's currently registered share capital, to certain reputable institutional shareholders (the "Private Placement"). Zealand expects to receive gross proceeds from the Private Placement of DKK 274,774,960.
Terms of the Private Placement
The Private Placement 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 part of the Private Placement, Zealand will issue a total of 2,892,368 New Shares, each of a nominal value of DKK 1, at a subscription price of DKK 95 per New Share. The subscription price equals the price for Zealand's shares quoted on Nasdaq Copenhagen at the time the Private Placement was made. The Private Placement was made without pre-emption rights for Zealand's existing shareholders.
The New Shares are expected to be registered with the Danish business Authority on 3 June 2022 and admitted to trading and official listing on Nasdaq Copenhagen A/S, in the ISIN code for the existing shares, DK0060257814, following issuance, expectedly on 7 June 2022.
Danske Bank A/S and Nordea Danmark, Filial af Nordea Bank Abp, Finland are acting as joint global coordinators for the Private Placement. Danske Bank A/S is acting as settlement agent for the Private Placement. Plesner Advokatpartnerselskab is acting as legal counsel to Zealand in the Private Placement.
The net proceeds from the Private Placement are expected to be used to strengthen Zealand’s ability to execute on the refocused strategy prioritizing R&D and entering partnerships for commercial and late-stage development products.
“This injection of funding is an important step in our transformation as we pursue our recently announced refocused strategy to prioritize R&D,” said Zealand Pharma CEO Adam Steensberg, “with today’s news we extend our cash runway, allowing us to pursue the most optimal commercial partnerships for the late-stage development projects, in order to pursue our mission to deliver products to patients that need them.”
Share capital increase
The board of directors of Zealand has exercised 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 Private Placement:
|Expected 3 June 2022||Registration of the New Shares with the Danish Business Authority|
|Expected 7 June 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|
For further information, please contact:
Zealand Pharma Investor Relations
+45 50 60 38 00
Adam Steensberg, President and Chief Executive Officer
Matt Dallas, Senior Vice President and Chief Financial Officer
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. In addition, license collaborations with Boehringer Ingelheim and AstraZeneca create opportunities for more patients to potentially benefit from Zealand-invented peptide investigational agents currently in development.
Zealand was founded in 1998 in Copenhagen, Denmark, and has presence throughout the U.S. that includes a key location in Boston (MA). For more information about Zealand's business and activities, please visit http://www.zealandpharma.com.
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 joint global coordinators 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 was 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 joint global coordinators or any other person involved in the Private Placement to publish a prospectus pursuant to FINSA.
None of Zealand, the joint global coordinators 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 joint global coordinators are acting for Zealand and for no one else in relation to the Private Placement 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 joint global coordinators 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.
This press release contains “forward-looking statements”, as that terms is defined in the Private Securities Litigation Reform Act of 1995, as amended, that provide Zealand Pharma’s expectations or forecasts of future events regarding the research, development and commercialization of pharmaceutical products. 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 adverse safety events; risks of unexpected costs or delays; unexpected concerns that may arise from additional data, analysis or results obtained during clinical trials; failure to protect and enforce our data, intellectual property and other proprietary rights and uncertainties relating to intellectual property claims and challenges; regulatory authorities may require additional information or further studies, or may fail to approve or may delay approval of our drug candidates or expansion of product labeling; failure to obtain regulatory approvals in other jurisdictions; product liability claims; and the direct and indirect impacts of the ongoing COVID-19 pandemic on our business, results of operations and financial condition. 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.