Exhibit 99.3
FORWARD PHARMA A/S Denmark
cbs@forward-pharma.com www.forward-pharma.com Nasdaq:FWP VAT Number 28 86 58 80 |
Sent by e-mail: [●]
[Holder of deferred shares]
Copenhagen, 20 January 2022
DEPOSIT OF SHARES AGAINST ISSUE OF AMERICAN DEPOSITARY SHARES p
Dear [●],
We write to you in your capacity as a holder of deferred shares in Forward Pharma A/S ("Forward Pharma") under the 2014 Omnibus Equity Incentive Compensation Plan.
Forward Pharma intends to provide a window to facilitate the conversion of ordinary shares in Forward Pharma into American Depositary Shares ("ADSs") to be listed for trading on the Nasdaq Capital Market in New York, U.S. as part of Forward Pharma’s existing ADR program with The Bank of New York Mellon ("BNYM").
According to Forward Pharma's register of holders of deferred shares, you hold, as per today's date, such number of deferred shares as is set out in the table enclosed as Schedule A (the "Deferred Shares"), which may be exercised by you pursuant to the terms applicable to the Deferred Shares. Your Deferred Shares are registered by the Form S-8 filed with the U.S. Securities and Exchange Commission on April 9, 2015.
Exercise of Deferred Shares will take place by way of a subscription for new ordinary shares in Forward Pharma in connection with an increase of Forward Pharma's share capital. The process for your subscription for ordinary shares (the "Award Shares") in Forward Pharma upon exercise of Deferred Shares and the subsequent conversion of the Award Shares into ADSs is summarized in Schedule B. As a reminder, based on the current ADS ratio, each ADS represents 14 ordinary shares.
If you are interested in exploiting this opportunity by exercising all or some of your Deferred Shares and convert the Award Shares into ADSs, please carefully follow the instructions set out in this letter.
1. | No later than by 7 February 2022: Complete, sign and deliver the form of Exercise Notice enclosed as Schedule C and the form of Power of Attorney enclosed as Schedule D to: |
Mazanti-Andersen Advokatpartnerselskab
Attn: Anne Krebs, attorney-at-law
E-mail: akr@mazanti.dk
Please note that in order to be able to receive ADSs you will have to open a custody account with a bank (to the extent you do not already have such account). The Exercise Notice delivered to Mazanti-Andersen must be completed with all relevant account details, and your prior opening of a custody account may thus become a time constraint on your part.
2. | With value no later than by 10 February 2022: Wire transfer the total cash subscription amount payable by you upon exercise of your Deferred Shares to Mazanti-Andersen Advokatpartnerselskab's client account: |
Bank: Registration no.: Account no.: IBAN: SWIFT-BIC Reference | Danske Bank, Holmens Kanal 2, 1092 Copenhagen K, Denmark 4183 2760422455 DK4030002760422455 DABADKKK "68721 – FWP" |
Subject to the timely receipt of your Exercise Notice and Power of Attorney and your payment of the subscription amount, the Attorney (as defined in the Power of Attorney) will on your behalf:
- | subscribe for the Award Shares set out in your Exercise Notice; |
- | complete, sign and deliver to BNYM the form of Transfer of Ownership Agreement enclosed as Schedule E and transfer your Award Shares to BNYM to enable delivery of a corresponding number of ADSs to you (ratio 14:1); and |
- | generally do, execute, and perform all such acts, documents, matters and things as the Attorney may in his absolute discretion deem desirable or expedient in connection with the exercise of Deferred Shares and conversion of Award Shares into ADSs. |
Kindly note that:
- | Your delivery of the Exercise Notice and Power of Attorney is legally binding and irrevocable on your part. |
- | While Forward Pharma will strive to expedite the process as much as possible, the process will involve filings to and interactions with the U.S. Securities and Exchange Commission and the Danish Business Authority as well as transactions with BNYM. Consequently, Forward Pharma cannot commit itself to a firm date upon which the entire process is completed and your Award Shares are converted into ADSs listed for trading on the Nasdaq Capital Market in New York, U.S. |
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- | The taxation of ADSs under Danish law is unclear and you are encouraged to seek independent tax advice with respect to the taxation of warrants, shares, and ADSs, as applicable. |
- | According to the Nasdaq Listing Rules, a company shall have sufficient operations in order to maintain its listing on the Nasdaq Capital Market. Consequently, your ADSs may sooner or later be delisted from the Nasdaq Capital Market. |
- | While no decision has been made to this effect at this stage, it is possible that other windows to facilitate the deposit of shares in Forward Pharma into the ADR program will later be provided. |
Sincerely,
Claus Bo Svendsen, MD PhD
Chief Executive Officer
Forward Pharma A/S
Enclosures:
Schedule A: | Table of Deferred Shares |
Schedule B: | Process summary |
Schedule C: | Form of Exercise Notice |
Schedule D: | Form of Power of Attorney |
Schedule E: | Form of Transfer of Ownership Agreement |
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