Epigenomics AG / Key word(s): Issue of Debt/Corporate Action
20-Aug-2021 / 10:41 CET/CEST
NOT TO BE PUBLISHED, DISSEMINATED OR PASSED ON TO OR WITHIN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA AND SOUTH AFRICA
Publication of inside information pursuant to Article 17 MAR
Reduction of principal amount of planned mandatory convertible bond to up to EUR 16.5 million and of conversion price to EUR 1.10 per share
Berlin, Germany, August 20, 2021 – On June 11, 2021, Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the “Company”) has announced its decision in principle to issue a subordinated mandatory convertible bond in an aggregate principal amount of up to EUR 18,150,000.00, consisting of 181,500 notes with a nominal amount of EUR 100.00 each and with a conversion price, subject to any anti-dilution adjustments, of EUR 1.21 per share. Today, owing to the decline of its share price significantly below the conversion price of EUR 1.21 per share over the last days, the Company has taken the decision to reduce the conversion price to EUR 1.10. As a consequence, the aggregate principal amount of the mandatory convertible bond also decreases to EUR 16,500,000.00, consisting of 165,000 notes with a nominal amount of EUR 100.00 each. Otherwise, the terms of the mandatory convertible bond as announced on June 11, 2021 remain unchanged.
The Company plans to implement the issuance of the mandatory convertible bond shortly.
In connection with the adjustment of the terms of the mandatory convertible bond the Company has today also entered into an amendment agreement to the backstop agreement with its shareholder Deutsche Balaton Aktiengesellschaft. The amendment agreement reflects the changes to the terms of the mandatory convertible bond. Accordingly, the obligation of Deutsche Balaton Aktiengesellschaft to acquire all notes under the mandatory convertible bond is reduced to EUR 16,500,000.00. In compensation, Deutsche Balaton Aktiengesellschaft has agreed to invest, subject to certain conditions, the balance between the initial aggregate principal amount of the mandatory convertible bond of EUR 18,150,000.00 and the reduced aggregate principal amount of EUR 16,500,000.00, i.e. EUR 1,650,000.00, in future issuances of shares, convertible bonds, bonds with warrants or participation rights by the Company. This obligation will lapse upon the end of 2023.
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. 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 publication expressly or implicitly contains forward-looking statements concerning Epigenomics AG and its business. These statements involve certain known and unknown risks, uncertainties and other factors that may cause Epigenomics AG’s actual results, financial condition and performance to be materially different from any future results, performance or achievements expressed or implied by such statements. Epigenomics makes this announcement as of the date of this release and does not intend to update any forward-looking statements contained herein as a result of new information or future events or otherwise.
|Phone:||+49 30 24345-0|
|Fax:||+49 30 24345-555|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1227868|
|End of Announcement||DGAP News Service|