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is expected to be on 16 November 2017 under the symbol "ORPHA TEMP" and will be subject to the Offering not being withdrawn prior to settlement and completion of the Offering and to Orphazyme making an announcement to that effect.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