Mandatory convertible bond 2021/2024
Below you find further information about the issuance of mandatory convertible bonds that was resolved by the Management Board of Epigenomics AG with approval of the Supervisory Board on January 7, 2021.
NOTE:
This website and the information contained therein do not constitute an offer to sell or a solicitation of an offer to buy any securities of Epigenomics AG in the United States of America (“U.S.”) or in any other jurisdiction or to any person if such offer or solicitation is unlawful or not authorized. Users of this website are requested to inform themselves about and to observe any such restrictions. The information set forth on this website must not be distributed in or to the U.S., to “U.S. persons” as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or to publications with a general circulation in the U.S. Each violation of such limitations may constitute a violation of applicable securities laws. The securities of Epigenomics AG (the “Securities”) have not been and will not be registered under the Securities Act and may not be offered or sold in the U.S. unless pursuant to an exemption from registration requirements.
IMPORTANT INFORMATION on the Mandatory Conversion of the Bond on 29 February 2024:
In accordance with Section 7 of the bonds’ terms and conditions, all remaining Convertible Bonds shall be converted into shares of Epigenomics AG. In order to effect the conversion, the custodian banks of all holders of such Convertible Bonds are requested to transfer these Convertible Bonds to the Clearstream banking account #3055 of the conversion agent as soon as possible, but no later than 29 February 2024. It is not necessary to submit a formal conversion notice of the respective bondholder. However, the custodian banks are requested to provide the conversion agent with the following information:
· Bondholder information: for individuals: First name and surname / For legal entities: full company name
· Residence or registered office of the relevant bondholder
· Nominal amount of the Convertible Bonds transferred per bondholder,
· CBF account number of the bondholder’s custodian bank to which the shares are to be delivered
· Securities account of the bondholder to which the shares are to be delivered (securities deposit account holder, securities deposit account number, bank code).
Please contact your custodian bank in due time, as it is generally necessary to submit the declaration several days before the end of the conversion period due to the banks’ internal settlement processes, in order to ensure that, in addition to the verification and forwarding of the conversion notice, the transfer of the bonds to the conversion agent can also take place in due time. If a conversion cannot take place within the time limits set out in the bond’s terms and conditions, the nominal value of the bond may be reduced to zero in accordance with the bonds’ terms and conditions.
If a bondholder has not complied with its obligations and requirements in accordance with Section 7 of the bond’s terms and conditions and the Issuer is consequently precluded to issue shares to such bondholder in accordance with § 10 and § 11 of the bond’s terms and conditions in the course of the mandatory conversion, such bondholder may comply witch such obligations and requirements within a grace period of twenty (20) business days following the mandatory conversion date; otherwise the principal amount of the relevant bonds will be written down to zero and the relevant bonds are cancelled, in each case with effect as of the business day immediately following such grace period.
Important note: A bondholder loses his claims under the bond if he does not fulfil his obligations set out above by the final maturity date and during a grace period set at that time.
Further information can be found here.
CONVERSION NOTES:
The conversion period comprises the first 14 days of each quarter (see conversion conditions).
Please note that the conversion price has meanwhile changed according to § 12 (2) of the terms and conditions of the bond.
At the conversion period 1 to 14 July 2021, the conversion price was EUR 1.0772.
At the conversion period 1 to 14 October 2021, the conversion price was EUR 1.0705.
At the conversion period 1 to 16 January 2023, the conversion price was EUR 4.2821.
From the conversion period 1 to 15 January 2024, the conversion price is EUR 21.4104.
In order for the conversion notice to be effective, the bondholders must complete and sign the forms provided here in full and send them to their custodian bank and instruct it to add the custodian bank’s data to the conversion notice and to forward it to the conversion agent within a conversion period. In addition, the bondholders must instruct their custodian bank to transfer all bonds for which conversion is declared to the conversion agent in due time.
The custodian banks have been informed via the WM Datenservice regarding the settlement details and can access the information on the settlement steps there at any time. It is advisable to contact the custodian banks prior to the start of a conversion period with regard to the desired conversion, as it is generally necessary to submit the declaration several days before the end of the conversion period due to the banks’ internal settlement processes, in order to ensure that, in addition to the verification and forwarding of the conversion notice, the transfer of the bonds to the conversion agent can also take place in due time.
| Conversion Notice | |
| Prospectus | |
| Publication of Inside Information according to Article 17 MAR / January 7, 2021 | |
| Subscription offer (Please note: Currently there is only a German version available) | |
| Terms and Conditions | |
| Basic information sheet (German only) | |
| Information on mandatory conversion (German only) |
For further information, please don’t hesitate to contact us:
Epigenomics AG
Bertha-Benz-Straße 5
10557 Berlin
Contact:
Frederic Hilke (IR.on AG)
E-Mail: ir@epigenomics.com
Tel: +49 221 9140-970