Epigenomics AG / Key word(s): Corporate Action 04.12.2013 01:09 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Berlin, Germany, December 3, 2013 - Epigenomics AG (ISIN: DE000A1K0516) announces that its Executive and Supervisory Boards today have resolved on the issuance of convertible bonds in the aggregate principal amount of up to EUR 2,675,000.00, exchangeable in into up to 2,675,000 shares of Epigenomics' common stock. The convertible bonds will first be offered to the Company's existing shareholders for subscription at an issue price of EUR 100,000 per convertible note with a principal amount of EUR 107,000 each by way of a rights offering. The Rights Offering is expected to be published on the Company's website (www.epigenomics.com) and in the German Federal Gazette ('Bundesanzeiger') on December 4, 2013. The subscription period for the Company's shareholders is expected to begin on December 5, 2013 and to end on December 18, 2013, including these two days. Epigenomics has entered into a backstop agreement with an US institutional investor, which agreed to acquire all convertible notes not subscribed for by Epigenomics' shareholders during the rights offering at the same conditions as offered to shareholders. The convertible notes will bear no interest (zero coupon) and are due for redemption at their principal amount on December 31, 2015. The Company has the right to require conversion upon maturity. After August 1, 2014, bondholders have the right to require redemption of the convertible bonds at their principal amount. Subject to dilution adjustments, each convertible note will be convertible into 107,000 freely tradable shares of Epigenomics' common stock against payment of a conversion premium that equals the product of (A) the conversion price minus EUR 1.00 multiplied with (B) the number of shares to be issued upon conversion (i.e. 107,000). The 'Conversion Price' will be set on three days prior to the end of the subscription period and shall equal the XETRA-volume weighted average quotation of Epigenomics' shares over the last three (3) trading days prior to the time when the conversion price is determined, but not more than EUR 6.86 (provided that such cap is not less than 80% of the non-weighted average stock exchange price of the shares as quoted on XETRA during the Subscription Period until the third day prior to its end. Epigenomics has certain further rights to require conversion upon maturity of the convertible bonds or upon FDA approval of its lead product Epi proColon(R), a blood-based test for the detection of colorectal cancer. Epigenomics intends to use the proceeds from the offering and conversion of the bonds to fund its business operations beyond the FDA approval of its lead product, Epi proColon(R). Among others, certain preparatory activities for the marketing of the test are intended to be funded by the proceeds from the offering. - End of Ad hoc - Contact Epigenomics AG Antje Zeise CIRO Manager IR | PR Epigenomics AG Phone: +49 (0) 30 24345 386 ir@epigenomics.com www.epigenomics.com Epigenomics' legal disclaimers. This communication expressly or implicitly contains certain forward-looking statements concerning Epigenomics AG and its business. Such statements involve certain known and unknown risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Epigenomics AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Epigenomics AG is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise. The information contained in this communication does not constitute nor imply an offer to sell or transfer any product, and no product based on this technology is currently available for sale by Epigenomics in the United States or Canada. The analytical and clinical performance characteristics of any Epigenomics product based on this technology which may be sold at some future time in the U.S. have not been established. 04.12.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Epigenomics AG Kleine Präsidentenstraße 1 10178 Berlin Germany Phone: +49 30 24345-0 Fax: +49 30 24345-555 E-mail: ir@epigenomics.com Internet: www.epigenomics.com ISIN: DE000A1K0516 WKN: A1K051 Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
04. December 2013 - 0:00 (CEST)