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.
Anna Krassowska, Vice President, Investor Relations & Corporate Communications
Lykke Rømer, Vice President and Interim Chief Financial Officer
Adam Steensberg, President and Chief Executive 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.
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.
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.
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.