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Strategic Partners A/S — Share Issue/Capital Change 2017
Nov 20, 2017
3411_iss_2017-11-20_54d60aa8-ae57-4e1f-b04f-85bff5a2ecb2.html
Share Issue/Capital Change
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Orphazyme A/S: Completion of the Offering and registration of share capital increase
Orphazyme A/S: Completion of the Offering and registration of share capital increase
| Company announcement No. 12/2017 |
Orphazyme A/S Ole Maaløes Vej 3 DK-2200 Copenhagen N www.orphazyme.com Company Registration No. 32266355 20 November 2017 |
NOT
FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR CANADA, AUSTRALIA, JAPAN
OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
With reference to company announcements no.
2/2017 dated 6 November 2017 and no. 5/2017 dated 16 November 2017, Orphazyme
A/S ("Orphazyme") today announces the completion of its Initial Public Offering
(the "IPO" or "Offering") and admission to trading and official listing on
Nasdaq Copenhagen A/S ("Nasdaq Copenhagen").
The Offering has today proceeded to completion
and the admission to trading and official listing on Nasdaq Copenhagen today
becomes unconditional. The offer shares allocated to investors in the form of
temporary purchase certificates, as described in company announcement no.
5/2017 dated 16 November 2017, as well as the shares allocated to, among
others, certain members of the Board of Directors, Executive Management and
certain key employees in connection with exercise of their respective pre-IPO
warrants, as described in the offering circular published by Orphazyme on 6
November 2017, have been settled.
As a result, Orphazyme's share capital has been
increased by 8,338,092 new shares of a nominal value of DKK 1 each, which has
been registered with the Danish Business Authority.
Following the share capital increase, the total
nominal share capital of Orphazyme is DKK 19,928,184, divided into 19,928,184
shares each with a nominal value of DKK 1. Each share carries one vote at
Orphazyme's general meetings. Updated Articles of Association can be found at www.orphazyme.com.
The offer shares are delivered in the form of
temporary purchase certificates under the temporary ISIN (DK0060911055). On 22
November 2017, the temporary purchase certificates will automatically be
exchanged in VP SECURITIES A/S for a corresponding number of shares in
Orphazyme under the permanent ISIN (DK0060910917). In connection with the
automatic exchange, the temporary purchase certificates will cease to exist.
The last day of trading of the temporary
purchase certificates will be 20 November 2017, and the first day of trading of
Orphazyme's shares will be 21 November 2017. Consequently, after the trading
has closed on Nasdaq Copenhagen on 20 November 2017, all future trading in
Orphazyme's shares on Nasdaq Copenhagen will continue and settle under the
permanent ISIN (DK0060910917) and under the symbol "ORPHA".
Bank
Syndicate
Carnegie
and Danske Bank are acting as Joint Global Coordinators and Joint Bookrunners,
and Oddo BHF SCA is acting as Co-Lead Manager for the IPO.
For
additional information, please contact
Orphazyme
Anders
Hinsby, CEO +45 31 44 31 39
About
Orphazyme
Orphazyme is a Danish biotech company with a
late stage orphan drug pipeline, developing new treatment options for orphan
protein misfolding diseases. The Company was founded in 2009 based on early
scientific discovery in heat shock proteins ("HSPs"). Since inception, the
Company has translated scientific discovery into a late stage clinical
development programme. The Company is headquartered in Copenhagen and currently
has 30 employees.
The Company focuses on severe and mostly fatal
diseases with a high unmet need, and with a particularly strong commitment to
neuromuscular diseases and a group of severe genetic diseases called lysosomal
storage diseases. The Company plans to pursue development of its lead candidate
through to registration in the EU and the United States after which launch and
commercialisation is expected to be undertaken by the Company.
The lead candidate arimoclomol is in
development as a potential treatment for four orphan diseases; two
neuromuscular diseases, sporadic Inclusion Body Myositis ("sIBM") and
Amyotrophic Lateral Sclerosis ("ALS"), and two lysosomal storage diseases,
Niemann Pick type C ("NPC") and Gaucher disease.
Important
notice
This
announcement is not an offer to sell or a solicitation of any offer to buy any
securities issued by Orphazyme A/S (the "Company") in any jurisdiction where
such offer or sale would be unlawful and the announcement and the information
contained herein are not for distribution or release, directly or indirectly,
in or into such jurisdictions.
This
announcement and the information contained herein are not for distribution in
or into the United States of America (including its territories and
possessions, any state of the United States of America and the District of
Columbia) (the "United States"). This document does not constitute, or form
part of, an offer to sell, or a solicitation of an offer to purchase, any
securities of the Company in the United States. The securities of the Company
have not been and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") and may not be offered or sold within the
United States absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. There is no intention to register any securities referred to herein in the
United States or to make a public offering of the securities in the United
States.
In
any member state of the European Economic Area ("EEA Member State"), other than
Denmark, that has implemented Directive 2003/71/EC as amended (together with
any applicable implementing measures in any member State, the "Prospectus
Directive"), this communication is only addressed to and is only directed at
investors in that EEA Member State who fulfil the criteria for exemption from
the obligation to publish an offering memorandum,, including qualified
investors, within the meaning of the Prospectus Directive as implemented in
each such EEA Member State.
This
announcement is only being distributed to and is only directed at (i) persons
who are outside the United Kingdom or (ii) to investment professionals falling
within Article 19(5) of the U.K. Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities
falling within Article 49(2)(a) - (d) of the Order (the persons de-scribed in
(i) through (iii) above together being referred to as "relevant persons"). The
securities are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged in
only with, relevant persons. Any person who is not a relevant person should not
act or rely on this announcement or any of its contents.
In connection with the offering, Danske Bank
A/S (the "Stabilising Manager") (or persons acting on behalf of the Stabilising
Manager) may over-allot securities or effect transactions with a view to
supporting the market price of the securities at a level higher than that which
might otherwise prevail. However, there is no assurance that the Stabilising
Manager (or persons acting on behalf of the Stabilising Manager) will undertake
stabilisation. Any stabilisation action may begin on or after the date of
commencement of trading and official listing of the securities on Nasdaq
Copenhagen A/S and, if begun, may be ended at any time, but it must end no
later than 30 days after the date of commencement of trading and official
listing of the securities.
Attachments: