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.
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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
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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
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04. December 2013 - 0:00 (CEST)