Epigenomics AG: Capital increase through rights issue with subscription rights of existing shareholders

Press release

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN AND AUSTRALIA.

Epigenomics AG: Capital increase through rights issue with subscription rights of existing shareholders

– Issuance of up to 12,007,180 new shares

– Shareholders granted subscription rights at a ratio of 2:1

– Subscription price will be announced during the subscription period

– Subscription period will last from October 9 to October 22, 2018

Berlin, October 8, 2018 – The Executive Board of Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY) resolved on October 7, 2018, with approval of the Supervisory Board, a capital increase with subscription rights for existing shareholders in accordance with the Authorized Capital 2018/I and the Authorized Capital 2018/II. The Company’s share capital shall be increased from 24,014,360 EUR to up to 36,021,540 EUR by issuing up to 12,007,180 new registered shares of the Company against contribution in cash and partly in kind. The subscription price of the new shares will be announced during the subscription period, presumably at or around October 17, 2018.

The new shares will be offered to shareholders of the Company as part of a public offering in Germany by means of indirect subscription rights during the subscription period from October 9 until October 22, 2018. The subscription ratio is 2:1. This means that for each two existing shares in the Company a subscription right for one new share is allocated. The record date for the allocation of subscription rights on the basis of the number of shares held by shareholders on that date is the end of October 8, 2018. Any new shares that are not subscribed for during the subscription period shall be offered to selected qualified investors as part of an international private placement. Quirin Privatbank AG is European Bookrunner and the sole underwriter of this transaction. Raymond James & Associates, Inc. is the sole placement agent for the private placement in the United States of America.

Cathay Fortune International Company Limited (CFICL), a major shareholder of Epigenomics, has committed to participate subject to certain conditions in the planned capital increase in proportion to its current share in the Company. Such participation shall occur against contribution in kind through partial contribution of its redemption claim under convertible bond subscribed by CFICL in 2017.

The public offering of the new shares is purely based on the prospectus, approved by the German Federal Financial Supervisory Authority (BaFin – Bundesanstalt für Finanzdienstleistungsaufsicht) on October 8, 2018. The prospectus is available on the Company’s website at www.epigenomics.com.

Epigenomics plans to use the net proceeds of the offering primarily to repay the above-mentioned convertible bond, to satisfy the payment obligations that will fall due within the next twelve months and for general business purposes, including, in particular, to achieve reimbursement for Epi proColon in the U.S. and subsequently to further commercialize the product and to focus on developing our liver cancer blood test.

Contact:
Peter Vogt, VP Corporate Communications & Investor Relations, Geneststrasse 5, 10829 Berlin, Tel: +49 (0) 30 24345 386, Fax: +49 (0) 30 24345 555, E-Mail: ir@epigenomics.com

Important Notice

This publication does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. The shares will be solely offered on the basis of the published subscription offer and the prospectus approved by BaFin.

This publication does, in particular, not constitute 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”) or the laws of any state within the U.S., and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons, except that the offered shares may be offered or sold to qualified institutional buyers in reliance on certain exemptions from the registration requirements of the Securities Act and applicable state securities laws. This publication and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to United States persons or publications with a general circulation in the United States. No public offering of the shares is being made in the United States.

Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan.

Forward-Looking Statements

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 expected 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.