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 Placement
The 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 increase
The 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:

Contacts:

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 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 Statements
This 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.