Stabilisation measures taken and end of stabilisation period

Company announcement
No. 16/2017

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.

Stabilisation measures taken and end of stabilisation period

With reference to the company announcement no. 7/2017 dated November 16, 2017 regarding the beginning of the stabilisation period following the initial public offering and admission to trading and official listing of the temporary purchase certificates and the shares of Orphazyme A/S (“Orphazyme”) on Nasdaq Copenhagen (the “Offering” or the “IPO”), Orphazyme has received notification that Danske Bank, acting as stabilising manager in the Offering, has taken stabilisation measures between December 6, 2017 and December 14, 2017 as set out in the attached notification with respect to the shares of Orphazyme.

Further Orphazyme has been informed by Danske Bank that the stabilisation period has ended. During the stabilisation period stabilisation transactions has been carried out in the temporary purchase certificates and the shares of Orphazyme. Reference is made to the attached notification. No further stabilisation transactions will take place.

Danske Bank has thereby informed Orphazyme that it will not exercise its overallotment option as described in the prospectus published by Orphazyme A/S on November 6, 2017 and accordingly no new shares will be issued in this regard. The 1,125,000 shares in Orphazyme previously delivered to Danske Bank pursuant to a stock lending agreement will be returned to Novo Holdings A/S as also set out in company announcement no. 5/2017 dated November 16, 2017 regarding the result and pricing of the IPO.

For additional information, please contact

Orphazyme

Anders Vadsholt, CFO                                                         +45 28 98 90 55

Important notice

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Orphazyme A/S (“Orphazyme” or the “Company”) in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions, including but not limited to, the United States, Australia, Canada and Japan.

This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States absent registration or to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make any offering of the securities in the United States.

In any member state of the European Economic Area (“EEA Member State”), other than Denmark, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to and is only directed at investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish an offering memorandum, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such EEA Member State.

This announcement 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 U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities falling within Article 49(2)(a) – (d) of the Order (the persons described in (i) through (iii) above 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.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should”, and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

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 OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

December 14, 2017

Orphazyme A/S (ticker: ORPHA) (the “Company”)

End of Stabilisation Period Notice

Further to the pre-stabilisation period announcement dated November 16, 2017, Danske Bank A/S (Niels Erik Nielsen, telephone +44 (0)20 7410 8070) hereby gives notice that the Stabilisation Manager named below undertook stabilisation (within the meaning of Article 3.2(d) of the Market Abuse Regulation (EU/596/2014)) in relation to the offer of the following securities, as set out below;

Summary of Daily Stabilisation Transactions

As a consequence of the stabilisation measures taken, Danske Bank A/S will not exercise its overallotment option as described in the prospectus published by Orphazyme A/S on November 6, 2017. Accordingly, the 1,125,000 shares in Orphazyme A/S previously delivered to Danske Bank A/S pursuant to a stock lending agreement will therefore be returned to Novo Holdings A/S and no new shares will be issued by Orphazyme A/S in this regard.

http://prlibrary-eu.nasdaq.com/Resource/Download/5c1665e8-f97d-4ab9-af8e-7ab425cf751e

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