Yahoo Finance Zealand Pharma A/S publishes a listing prospectus regarding admission to trading and official listing of 6,578,948 new shares on Nasdaq Copenhagen
Company announcement – No. 13 / 2023
Zealand Pharma A/S publishes a listing prospectus regarding admission to trading and official listing of 6,578,948 new shares on Nasdaq Copenhagen
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 Pharma A/S will today publish a listing prospectus approved by the Danish Financial Supervisory Authority for the admission to trading and official listing of 6,578,948 new shares on Nasdaq Copenhagen under the symbol "ZEAL"
Copenhagen, Denmark, 3 April 2023 – With reference to the company announcements (i) no. 10/2023 dated 30 March 2023 regarding launch of a directed issue and private placement (the "Offering") and (ii) no. 11/2023 dated 30 March 2023 regarding the pricing of the Offering, Zealand announces that it will today publish a listing prospectus approved by the Danish Financial Supervisory Authority (the "Prospectus") for the admission to trading and official listing of 6,578,948 new shares on Nasdaq Copenhagen under the symbol "ZEAL". The Prospectus will be available at www.zealandpharma.com and physical copies may within business hours be obtained at the offices of Zealand, Sydmarken 11, DK-2860 Søborg, Denmark from 3 April 2023.
No offer of shares, including the new shares to be issued as part of the Offering, has been made or will be made on the basis of the Prospectus.
The 6,578,948 new shares are (subject to the satisfaction of customary closing conditions) expected to be issued on 4 April 2023 and are expected to be admitted to trading and official listing on Nasdaq Copenhagen in the permanent ISIN code for Zealand's shares, DK0060257814 on 5 April 2023.
Further, the Prospectus includes pro forma financial information consisting of a pro forma income statement for the financial year ended 31 December 2022 and related notes (the "Unaudited Pro Forma Financial Information"). The Unaudited Pro Forma Financial Information comprises a pro forma income statement for the 12 months period ended 31 December 2022 to give an effect to the divestment of the V-Go Activity and the discontinuance of the Zegalogue product sales activity, as if it had occurred on 31 December 2021 and is presented for illustrative purposes only to illustrate an effect of the divestment of the V-Go activity and the discontinuance of the Zegalogue product sales activity.
The Prospectus has been prepared for the sole purpose of satisfying applicable Danish securities legal and regulatory requirements in order to list the 6,578,948 new shares on Nasdaq Copenhagen. Further, the Prospectus has been drawn up as a simplified prospectus in accordance with article 14 of the EU Prospectus Regulation (EU) 2017/1129 and in compliance with the Commission Delegated Regulation (EU) 2019/980 of 14 March 2019. The Prospectus is not intended to be republished or updated. The Prospectus may not be relied upon for any other purposes, including with respect to the Offering or any other person. Neither Zealand, the Board, Zealand's management team, employees, advisors, the managers for the Offering, nor any other person accept any liability for any information contained (or not contained) in the Prospectus.
This company announcement does not constitute an offer to sell nor 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.
Contacts:
Anna Krassowska, Vice President, Investor Relations & Corporate Communications
AKrassowska@zealandpharma.com
Henriette Wennicke, Executive Vice President and Chief Financial Officer
HWennicke@zealandpharma.com
Adam Steensberg, President and Chief Executive Officer
ASteensberg@zealandpharma.com
About Zealand Pharma A/S
Zealand Pharma A/S (Nasdaq Copenhagen: ZEAL) ("Zealand") 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 a presence in the U.S, that includes Boston. For more information about Zealand’s business and activities, please visit 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 and have not been 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 and have not been 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 not be and has not been any public offer of securities in the United States or elsewhere. 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 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 (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.
This announcement is not made and will not make an offer to the public in Switzerland, except for any offering under the following exemptions under the Swiss Financial Services Act as of 15 June 2018, as amended (“FINSA”): (i) to a professional client as defined in FINSA; or (ii) in any other circumstances relying on an exemption to publish an offering prospectus under FINSA, provided that no such offer shall require Zealand, the managers or any other person involved in the Offering to publish a prospectus pursuant to FINSA.
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.
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 in the Offering 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 Pharma’s expectations or forecasts of future events, including the admission to trading and official listing of the shares sold in the Offering. 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 Pharma 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.
