NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA, 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 OR AN EXEMPTION FROM REGISTRATION; 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.
Orphazyme A/S
Company announcement
No. 27/2020
Company Registration No. 32266355
Copenhagen, Denmark, March 16, 2020 – Orphazyme A/S (ORPHA.CO), a biopharmaceutical company pioneering the Heat-Shock Protein response for the treatment of neurodegenerative orphan diseases, today announces the publication of a listing prospectus (the “Listing Prospectus”) prepared for the purposes of admitting 3,071,673 shares of nominal value DKK 1 each (the “Listing Shares”) to trading and official listing on Nasdaq Copenhagen A/S under the permanent ISIN code DK0060910917 (the “Listing”).
Reference is made to company announcements no. 08/2020, no. 12/2020, and no. 14/2020.
Background
On February 6, 2020, Orphazyme announced the initiation of a directed issue and private placement of up to 3,961,264 new shares (the “New Shares”) and up to 3,071,673 existing shares (the “Existing Shares”) (the “Offering”). The Offering was completed on February 7, 2020 and settled on February 11, 2020. The offering of Existing Shares was facilitated by a share loan from Novo Holdings A/S and Orpha Pooling B.V. (the “Lending Shareholders”) to the Company pursuant to a stock lending and subscription agreement with an obligation for the Company to redeliver new shares of an equivalent number as the Existing Shares (the “Listing Shares”) borrowed by the Company from the Lending Shareholders. The Lending Shareholders did not participate in the Offering, and were only facilitating the share loan for purposes of the Company’s offering of Existing Shares in the Offering.
In connection with the Offering, the Listing Shares were issued and delivered to the Lending Shareholders through VP Securities A/S in a temporary ISIN code and have not been admitted to trading and official listing on Nasdaq Copenhagen A/S.
The Listing Prospectus is published for the purpose of the Listing.
The Listing is expected to occur on March 17, 2020, in the permanent ISIN code DK0060910917.
The Company makes no issuance or offering of securities for sale or subscription in connection with the publication of the Listing Prospectus or the Listing.
The Listing Prospectus is available on www.orphazyme.com.
For additional information, please contact
Orphazyme A/S
Anders Vadsholt, CFO +45 28 98 90 55
About Orphazyme A/S
Orphazyme is a biopharmaceutical company focused on bringing novel treatments to patients living with life-threatening or debilitating rare diseases. Our research focuses on developing therapies for diseases caused by misfolding of proteins, including lysosomal storage diseases. Arimoclomol, the company’s lead candidate, is in clinical development for four orphan diseases: Niemann-Pick disease Type C, Gaucher disease, sporadic Inclusion Body Myositis, and Amyotrophic Lateral Sclerosis. The Denmark-based company is listed on Nasdaq Copenhagen (ORPHA.CO). For more information, please visit www.orphazyme.com.
Forward-looking statements
This company announcement may contain certain forward-looking statements. Although the Company believes its expectations are based on reasonable assumptions, all statements other than statements of historical fact included in this company announcement about future events are subject to (i) change without notice and (ii) factors beyond the Company’s control. These statements may include, without limitation, any statements preceded by, followed by, or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could”, and other words and terms of similar meaning or the negative thereof. Forward-looking statements are subject to inherent risks and uncertainties beyond the Company’s control that could cause the Company’s actual results, performance, or achievements to be materially different from the expected results, performance, or achievements expressed or implied by such forward-looking statements. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.
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This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement and the information it contains do not constitute an offer of securities for sale nor a solicitation of any offer to buy any securities issued by Orphazyme A/S in the United States or any other jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are nor distribution or release, directly or indirectly, in or into such jurisdictions. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States, except pursuant to registration or an applicable exemption from registration under the U.S. Securities Act and applicable state securities law. No public offering of securities is being made in the United States under the U.S. Securities Act.
With respect to the member states of the European Economic Area subject to Regulation 2017/1129/EU (together with any applicable implementing measures, the “Prospectus Regulation”) (each a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring the publication of a prospectus in any Relevant Member State. As a result, these securities may only be offered or sold in any Relevant Member State pursuant to an exemption under the Prospectus Regulation.
This announcement is only addressed to, and directed at, persons in Relevant Member States of the European Economic Area who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investors”).
In the United Kingdom, this announcement is directed only at Qualified Investors (i) who are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within Article 49(2)(a)-(d) (“high net worth companies, unincorporated associations etc”) of the Order all such persons together being referred to as (“Relevant Persons”). Under no circumstances should persons who are not Relevant Persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, Relevant Persons.
Any investment decision in connection with the Offering must be made on the basis of all publicly available information relating to Orphazyme A/S and Orphazyme A/S’ shares. Such information has not been independently verified by Danske Bank A/S and Guggenheim Securities, LLC. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Orphazyme A/S and Orphazyme A/S’ shares.
Danske Bank A/S and Guggenheim Securities, LLC are acting for Orphazyme A/S only in connection with the Offering and no one else, and will not be responsible to anyone other than Orphazyme A/S for providing the protections offered to clients of Danske Bank A/S and Guggenheim Securities, LLC, nor for providing advice in relation to the Orphazyme A/S’ shares or the Offering.
In connection with any offering of the Offer Shares, Danske Bank A/S and Guggenheim Securities, LLC and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Offer Shares and in that capacity may retain, purchase or sell for their own account such Offer Shares. In addition certain of Danske Bank A/S and Guggenheim Securities, LLC or their affiliates may enter into financing arrangements and swaps with investors in connection with which Danske Bank A/S and Guggenheim Securities, LLC (or their affiliates) may from time to time acquire, hold or dispose of Orphazyme A/S’ shares. Danske Bank A/S and Guggenheim Securities, LLC do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
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