Zealand Pharma announces directed issue and private placement for
gross proceeds of DKK 1.45 billion
Company announcement – No. 1 / 2024
Zealand Pharma announces directed issue and private
placement for gross proceeds of DKK 1.45 billion
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 of a total of 3,761,470 new
shares to two reputable institutional shareholders
through a private placement for gross proceeds of DKK 1.45
billion
- The net proceeds from the private placement will be
used to further strengthen Zealand’s investment in
its differentiated assets targeting obesity
Copenhagen, Denmark, 8 January 2024
– 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 private placement and directed issue of
3,761,470 new shares, each of a nominal value of DKK 1 (the
"New Shares"), representing approximately 6% of
Zealand's currently registered share capital, to two reputable
institutional shareholders, a US-based life sciences investment
firm and a global investment management company (the
"Private Placement"). Zealand expects to receive
gross proceeds from the Private Placement of approximately DKK 1.45
billion (USD 214 million).
Terms of the Private PlacementThe 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 3,761,470 New Shares, each of a
nominal value of DKK 1, at a subscription price of DKK 386.45 per
New Share. This subscription price represents the volume-weighted
average price (VWAP) on 8 January 2024 for Zealand's shares quoted
on Nasdaq Copenhagen. 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 12 January 2024 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 15
January 2024.
Carnegie Investment Bank, filial af Carnegie Investment Bank AB
(publ), Sverige and Jefferies GmbH acted as joint financial
advisors for the Private Placement. Plesner Advokatpartnerselskab
is acting as legal counsel to Zealand in the Private Placement.
Kromann Reumert and Milbank LLP are acting as legal counsel to the
joint financial advisors.
The net proceeds from the Private Placement are expected to be
used to further strengthen Zealand’s investment in its
differentiated assets targeting obesity.
“The additional funding announced today allows us to further
strengthen the investment in our obesity portfolio” said Zealand
Pharma CFO Henriette Wennicke. “At Zealand, we are focused on
maximizing the value of our differentiated peptide-based product
candidates targeting obesity and related co-morbidities. This
includes advancing our long-acting amylin analog, petrelintide, and
our first-in-class dual GLP-1/GLP-2 receptor dual agonist,
dapiglutide, through comprehensive Phase 2b trials expected to
start in late 2024 and early 2025, respectively.”
Summary of the Private Placement:
- 3,761,470 New Shares
were subscribed for in the Private Placement;
- The subscription
price for the New Shares is DKK 386.45 per New Share;
- Total gross proceeds
from the Private Placement will amount to DKK 1,454 million;
- 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 Private Placement, the registered share capital of Zealand
will amount to DKK 62,512,622 divided into 62,512,622 shares of DKK
1 each; and
- A timetable of
expected future principal events can be seen below.
Share capital increaseThe 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 29 March 2023, to issue the New Shares and
increase Zealand's share capital accordingly.
Expected timetable for the Private
Placement:
Expected 12 January 2024 |
Registration of the New Shares with the Danish Business
Authority |
Expected 15 January 2024 |
Admittance to trading and official listing of the New Shares, in
the ISIN code for the existing shares, DK0060257814, on Nasdaq
Copenhagen A/S |
Contacts:
Adam Lange
(Investors) |
Investor Relations
Officer |
Zealand
Pharma |
alange@zealandpharma.com |
|
Anna Krassowska,
PhD (Investors and Media) |
Vice President,
Investor Relations & Corporate Communications |
Zealand
Pharma |
akrassowska@zealandpharma.com |
Important informationThis 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 None of Zealand, the
joint financial advisors 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 (as amended)(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 joint financial advisors 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 financial advisors 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.
Forward-Looking StatementsThis announcement
contains forward-looking statements that provide Zealand's
expectations or forecasts of future events, including the closing
of the Private Placement, the use of proceeds therefrom and the
Company’s anticipated cash runway. 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 clinical,
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 announcement and are based on
information available to Zealand 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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