NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN AND AUSTRALIA.
Berlin, 17 October 2019 – On 17 October 2019, the Executive Board of Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the “company”) resolved, with approval of the Supervisory Board, to increase the share capital through a rights issue using the Authorized Capital 2019/II. The company’s share capital shall be increased from currently EUR 36,021,540.00 to up to EUR 46,828,002.00 by issuing up to 10,806,462 new registered no par value shares of the company against cash contributions.
The subscription price of the new shares will be determined during the subscription period, presumably at or around 31 October 2019, and amounts to a maximum of EUR 3.50 and, for legal reasons, to a minimum of EUR 1.05. The new shares will be offered to the company’s shareholders as part of a public offering in Germany by way of indirect subscription rights during the subscription period from 24 October 2019 to 6 November 2019. The subscription ratio will be 10:3. This means that for each ten existing shares of the company, subscription rights for three new shares are allocated. The record date for the allocation of subscription rights on the basis of the number of shares held by the shareholders on that date is the end of 23 October 2019. New shares that are not subscribed during the subscription period shall be offered to selected qualified investors as part of an international private placement. M.M.Warburg & CO (AG & Co.) Kommanditgesellschaft auf Aktien is the sole underwriter of the transaction. Raymond James & Associates, Inc. is the sole placement agent for the private placement in the United States of America.
The public offering of the new shares will be carried out subject to and exclusively on the basis of the securities prospectus approved by the German Federal Financial Supervisory Authority (BaFin), which will be made available, inter alia, on the website of Epigenomics AG (www.epigenomics.com). Approval is expected to be granted on 18 October 2019.
Epigenomics AG, Geneststraße 5, 10829 Berlin
Tel +49 (0) 30 24345 0, Fax +49 (0) 30 24345 555, e-mail: firstname.lastname@example.org
IR.on AG, Frederic Hilke, Fabian Kirchmann, Tel +49 221 9140 970, e-mail: email@example.com
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 by way of 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.
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.