Company announcement - No. 35/2017
- Zealand Pharma A/S has today registered a capital increase of 4,375,000 new shares and completed its initial public offering of American Depositary Shares on the Nasdaq Global Select Market in the United States
Copenhagen, August 14, 2017 - With reference to company announcements no. (i) 29/2017 dated August 1, 2017 regarding the launch of an initial public offering of American Depositary Shares (the "ADSs") on the Nasdaq Global Select Market in the United States under the symbol "ZEAL" (the "Offering"); (ii) no. 30/2017 dated August 9, 2017 regarding Zealand Pharma A/S' ("Zealand") Board of Directors' exercise of its authorization to issue new shares; (iii) no. 31/2017 dated August 9, 2017 regarding pricing of the Offering; and (iv) the announcement dated August 10, 2017 regarding the publication of a prospectus for the admission to trading and official listing on Nasdaq Copenhagen of the New Shares (as defined below) issued as underlying shares for the ADSs, Zealand announces that it has today increased its share capital by nominally DKK 4,375,000, divided into 4,375,000 new shares with a nominal value of DKK 1 each (the "New Shares"). The subscription price of DKK 112.58 per New Share equals the subscription price of USD 17.87 per ADS, and the gross total proceeds from the issuance of the New Shares amount to DKK 492,541,875. The capital increase completes the Offering (except for the potential exercise by Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters, of the Over-allotment Option (as defined below)).
Following the registration of the New Shares with the Danish Business Authority, Zealand's share capital amounts to DKK 30,562,402 divided into 30,562,402 shares with a nominal value of DKK 1 each. This number does not include any new shares issued upon the potential exercise by Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC of the Over-allotment Option. The New Shares account for 14.31% of Zealand's total share capital.
Zealand has granted Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters, an option to purchase up to an additional 656,250 shares to be delivered in the form of ADSs to cover any over-allotments (the "Over-allotment Option"). The Over-allotment Option will expire on 7 September, 2017. The Over-allotment Option may be exercised in full or in part. Zealand must deliver up to 656,250 additional shares if the Over-allotment Option is exercised by the underwriters. Zealand will deliver up to 500,000 such shares in the form of existing shares held by Zealand as treasury shares, and, if the number of shares to be delivered by Zealand exceeds 500,000, in the form of newly issued shares. Hence, up to 156,250 additional shares may be issued if the Over-allotment Option is exercised in full.
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 today and are expected to be admitted to trading and official listing on Nasdaq Copenhagen on August 15, 2017 with the permanent ISIN code DK0060257814.
The amendments to Zealand's Articles of Association required by the capital increase have been registered today with the Danish Business Authority.
This company announcement does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are acting as joint book-running managers, and Guggenheim Securities, LLC and Needham & Company, LLC are acting as co-lead managers for the Offering referred to herein. Copies of the preliminary U.S. prospectus and the final U.S. prospectus relating to the Offering may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York 10014; or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York 10282, tel.: +1-866-471-2526, fax: +1 212-902-9316, or e-mail: prospectus-ny@ny.email.gs.com.
For further information, please contact:
Britt Meelby Jensen, President and CEO
Tel.: +45 51 67 61 28, e-mail: bmj@zealandpharma.com
Mats Blom, Executive Vice President, Chief Financial Officer
Tel.: +45 31 53 79 73, e-mail: mabl@zealandpharma.com
Important information
No announcements or information regarding the proposed initial public offering may be disseminated to the public in jurisdictions where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the offering of shares or ADSs in any jurisdiction where such steps would be required. The issue or sale of ADSs, and the subscription for or purchase of ADSs, are subject to special legal or statutory restrictions in certain jurisdictions. Zealand is not liable if these restrictions are not complied with by any other person.
About Zealand Pharma A/S
Zealand Pharma A/S (Nasdaq Copenhagen: ZEAL) ("Zealand") is a biotechnology company focused on the discovery, design and development of innovative peptide-based medicines.
Zealand is based in Copenhagen (Glostrup), Denmark.
Safe Harbor/Forward-Looking Statements
The above information contains forward-looking statements that provide our expectations or forecasts of future events such as new product introductions, clinical development activities and anticipated results, product approvals and financial performance. Such forward-looking statements are subject to risks, uncertainties and inaccurate assumptions. This may cause actual results to differ materially from expectations and it may cause any or all of our forward-looking statements here or in other publications to be wrong. Factors that may affect future results include interest rate and currency exchange rate fluctuations, delay or failure of clinical trials and other development activities, production problems, unexpected contract breaches or terminations, government-mandated or market-driven price decreases for Zealand's products, introduction of competing products, Zealand's ability to successfully market both new and existing products, exposure to product liability and other lawsuits, changes in reimbursement rules and governmental laws and related interpretation thereof, and unexpected growth in costs and expenses.
Certain assumptions made by Zealand are required by Danish Securities Law for full disclosure of material corporate information. Some assumptions, including assumptions relating to sales associated with a product that is prescribed for unapproved uses, are made taking into account past performances of other similar drugs for similar disease states or past performance of the same drug in other regions where the product is currently marketed. It is important to note that although physicians may, as part of their freedom to practice medicine in the United States, prescribe approved drugs for any use they deem appropriate, including unapproved uses, at Zealand, promotion of unapproved uses is strictly prohibited.