On January 27, 2021 Zealand Pharma A/S ("Zealand") (Nasdaq: ZEAL), (CVR-no. 20 04 50 78), a biotechnology company focused on the discovery, development and commercialization of innovative peptide-based medicines, reported that the board of directors of Zealand (the "Board") 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 2 April 2020, to increase Zealand’s share capital by issue of 3,600,841 new ordinary shares (the "New Shares") at a subscription price of DKK 208 per New Share (Press release, Zealand Pharmaceuticals, JAN 27, 2021, View Source [SID1234576926]).

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The issuance of the New Shares follows an offering at market price in a private placement directed at 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 book building procedure as part of the Offering.

The Offering is expected to be completed on 1 February (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 2 February 2021.

The Offering has not been 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:

·3,600,841 New Shares were subscribed for in the Offering;
·the subscription price for the New Shares is DKK 208 per New Share;
·total gross proceeds from the Offering will amount to approx. DKK 749 million;
·allocation of the New Shares subscribed for in the Offering has been determined by the Board in consultation with Goldman Sachs International, Jefferies GmbH and Danske Bank A/S;
·a limited number of the New Shares have been allocated to Zealand’s Chief Executive Officer Emmanuel Dulac and Chief Financial Officer Matthew Dallas;
·Zealand expects to enter into an equity swap agreement to acquire a limited number of New Shares to be used for covering certain ordinary obligations under Zealand’s equity based incentive programs;
·following the Offering, Zealand will be subject to a 90 calendar days lock-up undertaking (calculated from admission of the New Shares to trading and official listing on Nasdaq Copenhagen A/S), 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 27 January 2021), both subject to certain customary exceptions and an exemption related to shares related to warrants which can be subscribed for by certain members of the executive management and board of directors;
·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 the Company’s register of shareholders;
·each New Share 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 43,400,547 divided into 43,400,547 shares of DKK 1 each; and
·a timetable of expected future principal events can be seen below.

Reasoning for the Offering and use of proceeds

Zealand’s gross proceeds from the Offering will be approximately DKK 749 million. Zealand intends to use the net proceeds from the Offering to help fund commercialization and pre-launch activities for Zealand’s late stage programs, accelerate development of the clinical pipeline, continue support for Zealand’s peptide platform, and for general corporate purposes.

In connection with the Offering, Zealand will enter into an equity swap agreement to acquire a limited number of New Shares to be used for covering certain ordinary obligations under Zealand’s equity based incentive programs. Part of the net proceeds will be used to fund the acquisition of these New Shares.

Admission to trading and official listing

The New Shares will be listed on Nasdaq Copenhagen in reliance on the exemption in article 1(5)a of the Prospectus Regulation and not on the basis of a prospectus.

The New Shares will be issued in the systems of VP Securities A/S and delivered to the investors in the temporary ISIN code DK0061531514. 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 VP Securities A/S for subscription for the New Shares. The temporary ISIN code in VP Securities A/S 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 1 February 2021. The New Shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S on or around 2 February 2021 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 the Company 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.

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 the Company’s register of shareholders.

Managers and legal counsels

Goldman Sachs International, Jefferies GmbH and Danske Bank A/S are acting as joint global coordinators and joint bookrunners in the Offering, and Bryan, Garnier & Co. and Nordea Danmark, Filial af Nordea Bank Abp, Finland are acting as co-managers in the Offering (the joint global coordinators and the co-managers are jointly referred to as the "Managers"). Danske Bank A/S is acting as settlement agent for the Offering.

Plesner and Cooley LLP act as Danish and U.S. legal advisors respectively to the Company. Kromann Reumert and Latham & Watkins LLP act as Danish and U.S. legal advisors respectively to the Managers.