Zealand Pharma announces completion of an upsized equity offering of 8.35 million new ordinary shares raising gross proceeds of USD 1 billion / DKK 7 billion

Zealand Pharma announces completion of an upsized equity offering of 8.35 million new ordinary shares raising gross proceeds of USD 1 billion / DKK 7 billion

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As announced on 25 June 2024, Zealand Pharma commenced a directed share offering to institutional and professional investors through an accelerated bookbuilding.

Today, 26 June 2024, Zealand Pharma’s board of directors has exercised an authorization to increase the share capital by issuing 8,350,000 new shares.

The new shares will be issued at a subscription price of DKK 843 per new share.

The aggregate gross proceeds from the issue will amount to USD 1 billion / DKK 7 billion and Zealand intends to use the net proceeds to advance Zealand’s proprietary obesity programs in Phase 2b clinical trials and beyond, including investment in associated CMC activities, and pursue clinical development in related indications with the potential to provide additional therapeutic benefits to patients. The net proceeds are also expected to support continued early-stage research and fund general corporate purposes.

26 June 2024 – With reference to Company announcement no. 33 / 2024 regarding the announcement of a directed issue and private placement of new ordinary shares, Zealand Pharma A/S ("Zealand" or the “Company”) (Nasdaq: ZEAL), (CVR-no. 20 04 50 78), a biotechnology company focused on the discovery, design and development of innovative peptide-based medicines for obesity, other metabolic, and certain rare diseases, 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 20 March 2024, to increase Zealand's share capital by issue of 8,350,000 new ordinary shares (the "New Shares") at a subscription price of DKK 843 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 28 June 2024 (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 1 July 2024.

The Offering has not been and will not be 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:

8,350,000 New Shares were subscribed for in the Offering;

the subscription price for the New Shares is DKK 843 per New Share;

total gross proceeds from the Offering will amount to USD 1 billion / DKK 7 billion;

allocation of the New Shares subscribed for in the Offering has been determined by the board of directors of Zealand in consultation with Goldman Sachs International, Jefferies GmbH, Morgan Stanley and Nordea Danmark, Filial af Nordea Bank Abp, Finland;

following the Offering, Zealand will be subject to a 180 calendar days lock-up undertaking (calculated from 25 June 2024), subject to certain customary exceptions and exemptions in relation to the issuance of warrants to financing providers, 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 25 June 2024), subject to certain customary exemptions;

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 71,000,761 divided into 71,000,761 shares of DKK 1 each; and

a timetable of expected future principal events can be seen below.

Background for the Offering

The net proceeds from the Offering are intended to:

Advance Zealand’s proprietary obesity programs in Phase 2b clinical trials and beyond, including investment in associated CMC activities, and pursue clinical development in related indications with the potential to provide additional therapeutic benefits to patients

Support continued early-stage research and fund general corporate purposes

Zealand expects the proceeds to provide funding to advance the clinical pipeline and reach several potential key milestones. The Company is prioritizing resources on R&D and expects to engage in strategic partnerships for commercialization and co-development.

Admission to trading and official listing

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 DK0063068457. 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 28 June 2024. The New Shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S on or around 1 July 2024 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.

Preview

来源: GlobeNewswire-Health Care

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

Goldman Sachs International, Jefferies GmbH, Morgan Stanley and Nordea Danmark, Filial af Nordea Bank are acting as joint global coordinators and joint bookrunners in the Offering, and Van Lanschot Kempen N.V. is acting as lead manager in the Offering (the joint global coordinators and the lead manager are jointly referred to as the "Managers").

Plesner and DLA Piper LLP (US) are acting as Danish and U.S. legal advisors respectively to Zealand. Kromann Reumert is acting as legal advisor to the Managers.

About Zealand Pharma A/S

Zealand Pharma A/S is a biotechnology company focused on the discovery and development 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 several pharma companies as well as commercial partnerships for its marketed products.

Zealand was founded in 1998 and is headquartered in Copenhagen, Denmark, with presence in the U.S. For more information about Zealand’s business and activities, please visit www.zealandpharma.com.

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