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.