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 Communications
AKrassowska@zealandpharma.com
Lykke Rømer, Vice President and Interim Chief Financial Officer
LRomer@zealandpharma.com
Adam Steensberg, President and Chief Executive Officer
ASteensberg@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.
