Zealand Pharma Announces Directed Issue And Private Placement Of ~4.5M New Shares

Company announcement – No. 43 / 2022

Zealand Pharma announces directed issue and private placement of approximately 4.5m new shares

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 offering to certain institutional and professional investors through an accelerated bookbuilding process will begin immediately.
• The net proceeds from the issue are expected to be used to help fund continued development of Zealand's proprietary pipeline of investigational peptide-based therapeutics, support pre-commercial activities, and general corporate purposes.

Copenhagen, Denmark, 4 October 2022 – 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 the launch of an offering of new shares at market price (the "Offering"). The Offering will be completed through an accelerated bookbuilding process and will consist of approx. 4.5 million new shares (the "New Shares") in a private placement directed at institutional and professional investors in Denmark and certain other jurisdictions. 

Background for the Offering

On Friday 30 September, Zealand announced positive topline results from the EASE 1 Phase 3 clinical trial of its candidate glepaglutide, which is a long-acting GLP-2 analog in development for the treatment of Short Bowel Syndrome (SBS). Glepaglutide treatment met the primary endpoint with twice weekly dosing achieving a statistically significant reduction in weekly parenteral support volume by 5.13 Liters/week from baseline at 24 weeks (please see company announcement no. 41 / 2022 for further information).

In March, Zealand announced a new strategy to pursue strategic partners for commercialization and co-development of late-stage clinical assets, and prioritize resources on R&D. The net proceeds from the Offering are intended to:

• Support the Phase 3 EASE clinical program for glepaglutide and potential regulatory submission for SBS, and pursue a strong strategic partner for future commercialization
• Advance the clinical-stage candidates, including the obesity/metabolic disease portfolio
• Progress additional peptide candidates into early clinical development
• Strengthen the Company's capital base and cash preparedness (general corporate purposes)

Zealand expects the new funds to provide cash runway until Q2 2024 and expects to advance the clinical pipeline and as such reach several potential key milestones within this time frame.

Terms of the Offering

The Offering has not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and will be 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. The Offering will be made at market price and without pre-emption rights for Zealand's existing shareholders. The Offering is not underwritten.

The subscription price and the total number of New Shares in the Offering will be determined through an accelerated bookbuilding process (the "Bookbuilding") as part of the Offering. The Bookbuilding for the Offering will open with immediate effect and can close at any time. The offer price and allocation will be determined after the close of the Bookbuilding process at Zealand's discretion. The result of the Offering, the offer price and the total number of New Shares are expected to be announced as soon as practicable thereafter in a company announcement. If the Offering is oversubscribed, an individual allocation of the New Shares will be made.

The New Shares will, if issued, be issued in the systems of VP Securities A/S ("Euronext Securities") and delivered to the investors in the temporary ISIN code DK0061929395. 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. New Shares are, if issued, expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S, in the ISIN code for the existing shares, DK0060257814, following issuance, expectedly on 10 October 2022.

In connection with the Offering, Zealand has agreed to undertake a lock-up commitment for 90 calendar days following the date hereof, subject to certain customary exceptions. In addition, the members of Zealand's executive management and board of directors have agreed to undertake a lock-up commitment for 90 calendar days following the date hereof, subject to certain customary exceptions and an exemption related to a limited number of shares subscribed to by exercise of warrants which can be subscribed for by certain members of the executive management and board of directors.

Danske Bank A/S, Goldman Sachs International and Nordea Danmark, Filial af Nordea Bank Abp, Finland are acting as joint global coordinators and joint bookrunners in the Offering (the joint global coordinators are referred to as the "Managers").

Plesner and Cooley LLP are acting as Danish and U.S. legal advisors respectively to Zealand for the Offering. Kromann Reumert is acting as legal advisor to the Managers.

The net proceeds from the offering are expected to be used to help fund continued development of Zealand's proprietary pipeline, support pre-commercial activities, and general corporate purposes.

Share capital increase

The board of directors of Zealand is, if the Offering is completed, expected to exercise its authorization in article 7.1 of Zealand's articles of association granted by Zealand's general meeting at the annual general meeting 6 April 2022, to issue the New Shares and increase Zealand's share capital accordingly.

Expected timetable for the Offering:

The Bookbuilding will commence immediately and can close at any time.

Completion of the Offering, including the admission to trading and official listing of the New Shares, is subject to the Offering not being withdrawn prior to the settlement hereof and Zealand making an announcement to that effect.

Expected 5 October 2022	Pricing and allocation - announcement of subscription price
Expected 7 October 2022	Registration of the New Shares with the Danish Business Authority
Expected 7 October 2022	Settlement and payment against delivery of the New Shares. The New Shares will be delivered in the temporary ISIN code
Expected 10 October 2022	Admittance to trading and official listing of the New Shares, in the ISIN code for the existing shares, DK0060257814, on Nasdaq Copenhagen A/S
Expected 11 October 2022	Merger of the temporary ISIN code with the permanent ISIN code

Contacts:

Anna Krassowska, Vice President, Investor Relations & Corporate Communications

[email protected]

Lykke Rømer, Vice President and Interim Chief Financial Officer

[email protected]

Adam Steensberg, President and Chief Executive Officer

[email protected]