30.03.2017 ? COSMO Pharmaceuticals N.V.
Proposed secondary sale of shares in Cosmo Pharmaceuticals
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Proposed secondary sale of shares in Cosmo Pharmaceuticals
The offering is to place shares held by certain pre 2007 IPO shareholders, and certain beneficiaries of the employee stock ownership program
Dublin - March 30, 2017 - Cosmo Pharmaceuticals N.V. (SIX; COPN; the ?Company?) today announces that Joh. Berenberg, Gossler & Co. KG (?Berenberg?) intends to place ordinary shares (the ?Placing Shares?) in the Company on behalf of certain pre IPO investors, certain beneficiaries of the employee stock ownership plan (?ESOP?), by way of an accelerated book-build offering to qualified investors (the ?Placing?).
The Company has been made aware that certain pre IPO investors would like to sell some shares in the Company. In order to contribute to the increase of the free float, the beneficiaries of the ESOP will exercise stock options, which would increase the share capital of the Company by 4.3%, and sell the subsequent shares. The Company has decided to coordinate the placing. The Placing Shares will therefore consist of:
200,000 shares directly held by Mr. Roberto Villa, a 74 year old employee of the Company;
200,000 shares held by Mr. Gerald Herz; and
618,500 shares created by the exercise of stock options held by the Company on behalf of certain employees and directors of the Company (the ?ESOP Beneficiaries?);
315,447 treasury shares held by the Company
Cosmo Holding S.a.r.l., the largest shareholder in Cosmo Pharmaceuticals, is not selling any shares in the Placing.
The number of shares offered in the Placing by the above sellers, together the ?Selling Shareholders? and treasury shares will be 1.33 million, representing up to approximately 9.3 per cent of the Company?s issued existing ordinary share capital.
The Company and all Selling Shareholders including all ESOP Beneficiaries have agreed that they will not, for a period of 90 days following the completion of the Placing, offer, sell or otherwise transfer any shares from their respective residual shareholdings in the Company.
Berenberg will be acting as Sole Bookrunner and Placing Agent for the Placing. The books for the Placing are open with immediate effect and may close at short notice.
The sale is subject to demand, price and market conditions, and, in particular, the number of Placing Shares to be sold in the Placing may be changed. The identity of all Selling Shareholders and the basis of the allocations are at the discretion of the Company and the Placing Agent. The price at which the Placing Shares are to be placed and the final number of Placing Shares will be agreed by the Selling Shareholders and the Placing Agent at the close of the bookbuilding process. The details will be announced as soon as practicable after the close of the bookbuilding process.
About Cosmo Pharmaceuticals
Cosmo is a specialty pharmaceutical company that aims to become a global leader in the field of optimized therapies for selected Gastrointestinal Disorders and Endoscopic Procedures. The Company?s proprietary clinical development pipeline specifically addresses innovative treatments for IBD, such as Ulcerative Colitis and Crohn?s Disease, and Colon Infections. In addition, the Company has developed a medical device for polyp and adenoma excision and is has completed clinical trials of LuMeBlue?, a diagnostic drug for the detection of colon cancer as well as new chemical entities that are being developed by the associate company Cassiopea S.p.A. for the topical treatment of skin diseases. Cosmo?s MMX® products that have reached the market are Lialda®/Mezavant®/Mesavancol®, a treatment for IBD that is licensed globally to Giuliani and Shire Limited and Uceris®, the first glucocorticosteroid indicated for the induction of remission in active, mild to moderate Ulcerative Colitis, licensed in US to Santarus/Salix/Valeant and in the Rest of the World to Ferring as Cortiment®. Cosmo?s proprietary MMX® technology is at the core of the Company?s product pipeline and was developed from its expertise in formulating and manufacturing gastrointestinal drugs for international clients at its GMP (Good Manufacturing Practice) facilities in Lainate, Italy. The technology is designed to deliver active ingredients in a targeted manner in the colon. For further information on Cosmo, please visit the Company?s website: www.cosmopharma.com
Enquiries:
Cosmo Pharmaceuticals +352 2784 8749
Dr. Chris Tanner, Head of Investor Relations
Joh. Berenberg, Gossler & Co. KG +49 69 91 30 90 566
Oliver Diehl
Bastian Schiedat
Dominik Gansloser
Important Notice
This announcement and the information contained herein is not an offer of securities for sale in the United States. The securities discussed herein have not been and will not be registered under the Securities Act of 1933, as amended (the Securities Act) and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. No public offering of the securities discussed herein is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, Japan, the Republic of South Africa or any jurisdiction in which the same would be unlawful. This announcement is not for distribution directly or indirectly in or into the United States, Canada, Australia, Japan or South Africa. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. There will be no public offer of Placing Shares in the United States, the United Kingdom or elsewhere.
The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company, Berenberg, or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Members of the public are not eligible to take part in the Placing. All offers of the Placing Shares will be made pursuant to an exemption under Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU (The 2010 PD Amending Directive), to the extent implemented, and including any relevant implementing measure, in the relevant member state of the European Economic Area (EEA)) (The Prospectus Directive) from the requirement to produce a prospectus for offers of the Placing Shares.
This announcement is for information purposes only and is directed only at persons who are: (a) persons in an EEA member state which has implemented the Prospectus Directive (a relevant member state) under the following exemptions under the Prospectus Directive, if and to the extent they have been implemented in that relevant member state: (i) to any legal entity which is a "qualified investor" as defined in the prospectus directive; (ii) to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or (iii) in any other circumstances which do not require the publication by the company of a prospectus pursuant to article 3 of the Prospectus Directive, provided that no such offer to the public shall result in a requirement for the publication by the Company of a prospectus pursuant to article 3 of the Prospectus Directive; and (b) "investment professionals falling within" Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as relevant persons). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons. Any investment, controlled investment, investment activity or controlled activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement is for information purposes only and is not a public or private offering of the shares of the Company in Switzerland. Neither this information nor any other information in connection with the Placing constitutes a prospectus or a similar notice as such terms are understood pursuant to article 652a, article 752 or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of Art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.
Joh. Berenberg, Gossler & Co. KG (Berenberg), which is regulated by the Federal Financial Supervisory Authority in Germany and subject to limited supervision by the Financial Conduct Authority in the United Kingdom, is acting for the Company and certain Selling Shareholders in connection with the Placing and no-one else and will not be responsible to anyone other than the Company and certain Selling Shareholders for providing the protections afforded to its clients or for providing advice in relation to the Placing. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Berenberg or by any of its affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of the information contained in this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company, certain Selling Shareholders, the Placing Shares or the transaction and any liability therefore is expressly disclaimed.
In connection with the Offering, Berenberg or any of their respective affiliates acting as an investor for its own account may take up a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. Berenberg does not intend to disclose the extent of any such investment or transactions other than in accordance with any legal or regulatory obligation to do so.
Further, this announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any shares of Cosmo Pharmaceuticals in any jurisdiction in which any such offer or solicitation would be unlawful.
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