Orphazyme announces the result of its IPO, including an offer price of DKK 80 per share
Company announcement Orphazyme A/S
No. 5/2017 Ole Maaløes Vej 3
DK-2200 Copenhagen N
Company Registration No. 32266355
16 November 2017
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
This announcement does not constitute an offering circular and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in Orphazyme A/S ("Orphazyme" or the "Company") except on the basis of information in the offering circular published by the Company in connection with the offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S ("Nasdaq Copenhagen"). Copies of the offering circular are available at the Company's registered office and, subject to certain exceptions, through the website of the Company.
Orphazyme announces the result of its IPO, including an offer price of DKK 80 per share
With reference to company announcements no. 2/2017 dated 6 November 2017 and no. 3/2017 dated 14 November 2017, Orphazyme today announces the result of the Company's initial public offering of new shares ("IPO" or the "Offering"), including the final offer price of DKK 80 per share. The first day of trading and official listing on Nasdaq Copenhagen is expected to be on 16 November 2017 under the symbol "ORPHA TEMP" and will be subject to the Offering not being withdrawn prior to settlement and completion of the Offering and to Orphazyme making an announcement to that effect.
Georges Gemayel, Chairman of the Board of Directors in Orphazyme, says:
"The IPO is a significant milestone in Orphazyme's journey, and I would like to welcome both our institutional and Danish private investors. It gives us a solid foundation to continue developing new innovative therapies for protein misfolding diseases."
Anders Hinsby, CEO of Orphazyme, says:
"We are grateful for the positive feedback we received throughout the roadshow. With the raised proceeds, we expect to be able to complete our three phase II/III trials, one phase II trial as well as fund general research and development activities for the coming period. We will work hard to deliver on our shareholders' expectations for the benefit of patients with a significant unmet medical need."
Highlights of the Offering
- The final offer price is set at DKK 80 per share, giving Orphazyme a market capitalisation of DKK 1,594 million after completion of the Offering (excluding any additional new shares issued pursuant to the overallotment option) and the issue of 838,092 new shares as a result of exercise of pre-IPO warrants (which is expected to take place on or around 20 November 2017)
- The Offering comprises a sale of 7,500,000 new shares (the "Offer Shares"), with a nominal value of DKK 1 each
- There is an overallotment option of an additional 1,125,000 new shares granted by the Company to the Joint Global Coordinators, on behalf of the Managers, exercisable in whole or in part until 15 December 2017. The overallotment option is equal to 15% of the new shares sold in the Offering (excluding any shares comprised by the overallotment option)
- Prior to any exercise of the overallotment option, the gross proceeds of the Offering will amount to DKK 600 million, and assuming the overallotment option is exercised in full, the gross proceeds of the Offering will amount to DKK 690 million
- SEB, Vækstfonden, BankInvest on behalf of certain clients, Handelsbanken and Spar Nord have as cornerstone investors subscribed for and been allocated Offer Shares corresponding to DKK 230 million equivalent to 38.3% of the Offering (excluding the overallotment option)
- The free float, representing the proportion of the share capital held by new investors, will be approximately 36% prior to any exercise of the overallotment option and 39% assuming full exercise of the overallotment option
- Immediately following the settlement of the Offering, prior to any exercise of the over-allotment option, the shareholdings of Orphazyme's main shareholders will be as follows:
- Novo Holdings A/S (19.2%), Coöperative Aescap Venture I U.A. (8.9%), Sunstone Life Science Ventures Fund II K/S (9.1%), Orpha Pooling B.V. (a joint venture between LSP V Coöperatieve U.A. and ALS Invest 2 B.V.) (13.6%), certain funds managed by Idinvest (4.2%) and Kurma Biofund II (4.5%)
- Immediately following the settlement of the Offering, assuming full exercise of the over-allotment option, if any, the shareholdings of Orphazyme's main shareholders will be as follows:
- Novo Holdings A/S (18.2%), Coöperative Aescap Venture I U.A. (8.4%), Sunstone Life Science Ventures Fund II K/S (8.6%), Orpha Pooling B.V. (a joint venture between LSP V Coöperatieve U.A. and ALS Invest 2 B.V.) (12.9%), certain funds managed by Idinvest (4.0%) and Kurma Biofund II (4.3%)
- The Offering attracted substantial interest from both Danish retail and Danish and international institutional investors and shares in Orphazyme have been allocated to approximately 3,900 investor accounts:
- Approximately 15% of the Offer Shares (excluding Offer Shares in the overallotment option) have been allocated to retail investors in Denmark and the remaining Offer Shares have been allocated between Danish and international institutional investors.
In respect of orders for amounts of more than DKK 3 million, individual allocations have been determined by Orphazyme's Board of Directors in consultation with the Joint Global Coordinators.
With respect to orders for amounts of up to and including DKK 3 million, reductions have been made mathematically - and all amounts of Offer Shares have been rounded down to the nearest whole number of Offer Shares - as follows:
- Orders for up to and including 200 Offer Shares, corresponding to DKK 16,000, have been allocated in full;
- Orders for more than 200 Offer Shares, have been allocated 200 Offer Shares and 15% of the remaining order
67,355, 10,510 and 14,875 Offer Shares have been allocated to certain members of the Board of Directors, Orphazyme's employees, and senior management (as an investment in Orphazyme's long-term incentive programme), respectively.
Further details of the Offering can be found in Appendix 1 (the "Pricing Statement").
The first day of trading and official listing on Nasdaq Copenhagen is expected to be today 16 November 2017 subject to the Offering not being withdrawn prior to settlement and completion of the Offering. 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 delivered under the permanent ISIN (DK0060910917) end of day.
The first day of trading of the temporary purchase certificates on Nasdaq Copenhagen under the symbol "ORPHA TEMP" is expected to be today 16 November 2017 under the temporary ISIN (DK0060911055), and the last day of trading of the Temporary Purchase Certificates on Nasdaq Copenhagen is expected to be 20 November 2017. The Shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen under the permanent ISIN (DK0060910917) and under the symbol "ORPHA" on 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".
Payment for and settlement of the Offer Shares are expected to take place on 20 November 2017 by way of delivery of temporary purchase certificates under the temporary ISIN (DK0060911055) against payment in immediately available funds in Danish kroner in book-entry form to investors' accounts with VP SECURITIES A/S and through the facilities of Euroclear Bank S.A./N.A. and Clearstream Banking S.A.
Upon completion of the Offering and after payment for the temporary purchase certificates representing the Offer Shares, the capital increase relating to the new shares to be issued by the Company pursuant to the Offering will be registered with the Danish Business Authority, which is expected to take place on 20 November 2017.
If the Offering is terminated or withdrawn before the settlement on 20 November 2017: the Offering and any associated arrangements will lapse, all submitted orders will be automatically cancelled, any monies received in respect of the Offering will be returned to the investors without interest (less any transaction costs) and admission to trading and/or official listing of the temporary purchase certificates or the shares on Nasdaq Copenhagen will be cancelled. Consequently, any trades in the temporary purchase certificates and/or shares in Orphazyme effected on or off the market before settlement of the Offering may subject investors to liability for not being able to deliver the temporary purchase certificates and/ or shares in Orphazyme sold, and investors who have sold or acquired temporary purchase certificates and/or shares on or off the market may incur a loss. All dealings in the temporary purchase certificates and/or Offer Shares prior to settlement of the Offering are for the account of, and at the sole risk of, the parties concerned.
Further details of the Offering may be found in the Pricing Statement attached as Appendix 1 with information regarding Offering statistics, share capital and ownership structure.
Orphazyme will receive all net proceeds from the Offering.
Carnegie and Danske Bank are acting as Joint Global Coordinators and Joint Bookrunners, and Oddo BHF SCA is acting as Co-Lead Manager.
For additional information, please contact
Anders Hinsby, CEO +45 31 44 31 39
Michael Steen-Knudsen +45 25 17 18 15
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.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Orphazyme A/S ("Orphazyme" or 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, including but not limited to, the United States, Australia, Canada and Japan.
This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein 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 to an 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 any 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 described 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.
This announcement does not constitute an offering memorandum and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in the Company, except on the basis of information in the offering memorandum published by the Company in connection with the offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S. Copies of the offering memorandum are available from the Company's registered office and, subject to certain exceptions, on the website of the Company.
Carnegie Investment Bank, filial af Carnegie Investment Bank AB (publ), Sverige and Danske Bank A/S (together the "Joint Global Coordinators and Joint Bookrunners") and Oddo BHF SCA ("Co-Lead Manager" and together with the Joint Global Coordinators and Joint Bookrunners, the "Managers") and their affiliates are acting exclusively for the Company and no-one else in connection with the offering. They will not regard any other person as their respective clients in relation to the offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the offering, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related instruments in connection with the offering or otherwise. Accordingly, references in the offering memorandum to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should", and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.