PolyPeptide Group announces the exercise of the full over-allotment option
PolyPeptide Group / Key word(s): IPO
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Zug, 5 May 2021 - PolyPeptide Group AG ("PolyPeptide" or "the Group"), a global leader in peptide development and manufacturing, today announced that the Joint Global Coordinators have exercised in full the over-allotment option granted in connection with its Initial Public Offering (the "IPO") at the offer price of CHF 64 per share.
On 29 April 2021, the shares of PolyPeptide were listed and admitted to trading on the SIX Swiss Stock Exchange (SIX). The Joint Global Coordinators, acting on behalf of the syndicate banks, have today exercised in full the over-allotment option to purchase 1,728,261 existing shares at CHF 64 per share, representing 15% of the 11,521,740 shares offered in the base offering of the IPO. Including the shares placed in connection with the over-allotment option, 13,250,001 shares have been sold in the IPO, whereof 3,125,000 shares are new shares and 10,125,001 are existing shares. The total placement volume amounts to CHF 848 million. Following the exercise of the over-allotment option, the Group's free float amounts to 40%.
The lock-up period in connection with the IPO has been agreed to last for a period of 180 calendar days from the first day of trading for the selling shareholder, the Group as well as members of the Board of Directors and the Executive Committee, all subject to customary exceptions and waiver by the Joint Global Coordinators.
Credit Suisse, Morgan Stanley and BofA Securities acted as Joint Global Coordinators and Joint Bookrunners for the IPO. Berenberg, Danske Bank and Zürcher Kantonalbank acted as Joint Bookrunners. Rothschild & Co. acted as independent financial adviser to PolyPeptide and the selling shareholder.
PolyPeptide Group AG, Dammstrasse 19, 6300 Zug, Switzerland
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
A decision to invest in securities of PolyPeptide Group should be based exclusively on the offering prospectus published by PolyPeptide Group AG (the "Company") for such purpose. Copies of the offering prospectus and any other supplements to the offering prospectus are available free of charge in Switzerland for 12 months following the first day of trading on SIX Swiss Exchange at Credit Suisse AG, Zurich, Switzerland (email: firstname.lastname@example.org). In addition, copies of the offering prospectus and any other supplements to the offering prospectus are available free of charge in Switzerland from PolyPeptide Group AG, Investor Relations, Dammstrasse 19, 6300 Zug, Switzerland (phone: +41 41 723 20 34; email: email@example.com).
This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein (the "Securities") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the Securities in the United States of America.
This document does not constitute an "offer of securities to the public" within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") of the Securities in the United Kingdom (the "UK"). Any offers of the Securities in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus for offers of the Securities. In the UK, this document is only addressed to qualified investors within the meaning of the UK Prospectus Regulation. In addition, this document 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 Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order") or (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order, and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons 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 document or any of its contents.
This document does not constitute an "offer of securities to the public" within the meaning of Regulation (EU) 2017/1129 of the European Union, as amended (the "Prospectus Regulation") in any member state of the European Economic Area (the "EEA"). Any offers of the Securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of the Securities. In any member state of the EEA, this document is only addressed to qualified investors in that relevant member state within the meaning of the Prospectus Regulation.
Identification of Target Market
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Securities have been subject to a product approval process by each underwriter (as defined below) established in the EEA, which has determined that the Securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "MiFID II Target Market Assessment").
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and /or any equivalent requirements elsewhere, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere) may otherwise have with respect thereto, the Securities have been subject to a product approval process by each underwriter (as defined below) established in the UK, which has determined that the Securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment").
Notwithstanding the MiFID II Target Market Assessment and the UK Target Market Assessment, distributors should note that: the price of the Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The MiFID II Target Market Assessment and the UK Target Market Assessment are without prejudice to any contractual, legal or regulatory selling restrictions in relation to the offering of the Securities.
Furthermore, it is noted that, notwithstanding the MiFID II Target Market Assessment, the underwriters (as defined below) established in the EEA will only procure investors who meet the criteria of professional clients and eligible counterparties under MiFID II and that, notwithstanding the UK Target Market Assessment, the underwriters established in the UK will only procure investors who meet the criteria of professional clients and eligible counterparties under Chapter 3 of the FCA Handbook Conduct of Business Sourcebook. For the avoidance of doubt, the MiFID II Target Market Assessment and the UK Target Market Assessment do not constitute: (a) in the case of the MiFID II Target Market Assessment, an assessment of suitability or appropriateness for the purposes of MiFID II and in the case of the UK Target Market Assessment, an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the offered Securities. Each distributor is responsible for undertaking its own relevant target market assessment in respect of the offered Securities and determining appropriate distribution channels.
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of PolyPeptide Group and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. PolyPeptide Group assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.
Except as required by applicable law, PolyPeptide Group has no intention or obligation to update, keep updated or revise this publication or any parts thereof following the date hereof.
None of the underwriters (as defined below) or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the underwriters and the other foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.
Each of Credit Suisse AG, Morgan Stanley Europe SE, Merrill Lynch International, Danske Bank A/S, Joh. Berenberg, Gossler & Co. KG and Zürcher Kantonalbank (the "underwriters") is acting exclusively for PolyPeptide Group and no one else in connection with any transaction referred to in this document. Each of the underwriters will not regard any other person as a client and will not be responsible to anyone other than PolyPeptide Group for providing the protections afforded to their respective clients nor for the giving of advice in relation to any transaction, matter or arrangement referred to herein.
This publication includes industry and market information based on the PolyPeptide Group's analysis of multiple internal and third party sources, including information extracted from market research, governmental and other publicly available information, independent industry publications and information and reports prepared by consulting firms (which has been produced based on publications comprising industry data, forecasts, market and customer surveys, analyst reports, other consultant strategy reports and other information made available to it by third party data providers, industry associations, competitors, published accounts, interviews with key market participants/primary interviews and virtual field visits it conducted with industry experts and participants, secondary market research and internal financial and operational information supplied by, or on behalf of, the Group). Readers should be aware that market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual or future market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents. In addition, the value of comparisons of statistics of different markets is limited by many factors, including that (i) the underlying information is gathered by different methods with varying levels of access and information available in different markets and (ii) different assumptions are applied in compiling the data. Market studies are frequently based on information and assumptions that may not be exact or appropriate and their methodology is by nature forward-looking and speculative.
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