The Danish Eksport- og Investeringsfond (“EIFO”) has successfully divested its ownership in Zealand Pharma A/S (“Zealand Pharma”) through a meticulously executed accelerated bookbuilding process. This strategic move has seen EIFO selling 1,921,466 shares in Zealand Pharma, equivalent to approximately 3.3% of the total shares and votes, to a mix of Danish and international institutional investors. The transaction was facilitated by Carnegie Investment Bank, Filial af Carnegie Investment Bank AB (publ), Sverige (“Carnegie”), acting as the Sole Bookrunner.
The shares were offloaded at a per-share price of DKK 260, marking the culmination of EIFO’s investment journey in Zealand Pharma. Following this development, EIFO no longer maintains any shares within the pharmaceutical company.
The Placing bears an important caveat that it is not an offer for sale or solicitation of any securities within the United States. The shares in question have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), thus rendering them ineligible for sale in the U.S. without proper registration or exemption from registration. It is emphasized that neither the announcement nor the information therein constitutes or forms a part of a securities offering in the U.S.
This divestment and its related securities sale will not be offered within the United States, Canada, Japan, South Africa, Hong Kong, or Australia. The shares will instead be offered outside these jurisdictions, complying with Regulation S under the Securities Act. A provision within the transaction allows the shares to be offered within the United States solely to Qualified Institutional Buyers (“QIBs”) as defined by Rule 144A under the Securities Act.
In light of these regulatory intricacies, it’s imperative to acknowledge that this announcement does not serve as an offering of securities or investments for sale, nor does it constitute a solicitation of such an offer in any jurisdiction where such actions would be unlawful. Any potential readers in possession of this announcement are advised to familiarize themselves with and adhere to any such restrictions, as non-compliance might lead to violations of relevant securities laws.
Within the European Economic Area (“EEA”), this announcement and any subsequent offerings are directed exclusively at “Qualified Investors” in accordance with the Prospectus Regulation (EU) 2017/1129. In the United Kingdom, this announcement and any subsequent offers are aimed exclusively at Qualified Investors in line with the European Union (Withdrawal) Act 2018.
It’s noteworthy that Carnegie, as the Bookrunner, and its affiliates, might undertake principal positions in shares as part of the sale process, further engaging in related financing arrangements and swaps with investors. The extent of these actions will be disclosed in compliance with legal and regulatory obligations.
As the Bookrunner operates on behalf of the seller, it is important to acknowledge that their responsibility is towards the seller, and they will not be held accountable for providing the same level of protection afforded to clients, or for offering advice, to other parties involved in the share sale.
This transaction highlights a strategic maneuver on the part of EIFO, underlining the dynamics of the Danish financial market and its interactions with the global investment landscape. The successful completion of this sale brings closure to EIFO’s involvement in Zealand Pharma, marking a significant event in both organizations’ trajectories.
