DGAP-News: Epigenomics AG / Key word(s): Issue of Debt/Corporate Action
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Epigenomics AG: Securities prospectus for the issuance of a mandatory convertible bond in the amount of up to EUR 16.5 million approved by BaFin
Berlin, Germany, August 24, 2021 – Epigenomics AG (FSE: ECX, OTCQX: EPGNY, the “Company”) announces that the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) has today approved the securities prospectus required for the issuance of a subordinated mandatory convertible bond in an aggregate principal amount of up to EUR 16,500,000.00. The mandatory convertible bond may be converted into up to a total of 15,000,000 registered no-par value shares of the Company with a share in the Company’s share capital of up to a total of EUR 15,000,000.00. Accordingly, the conversion price will be EUR 1.10 per share, subject to any anti-dilution adjustments.
The mandatory convertible bond consists of up to 165,000 notes with a nominal amount of EUR 100.00 each, which will initially be offered to the existing shareholders of Epigenomics AG by means of a rights offering. Shareholders will also be given the option of over-subscription. The rights offering is published on the Company’s website (https://www.epigenomics.com/news-investors/convertible-bonds-2027/) and is expected to be published in the German Federal Gazette on August 26, 2021. The subscription period for the Company’s shareholders is scheduled to start on August 27, 2021, and to end on September 10, 2021 (including each of these two days). Stock exchange trading of the subscription rights on the Hamburg Stock Exchange is also expected to commence at the beginning of the subscription period on August 27, 2021.
The bonds are non-interest bearing (zero coupon) and have a term until September 29, 2027. In addition to the conversion rights of the holders or creditors of the bonds, the terms and conditions of the bonds also include a conversion obligation for all outstanding notes not yet converted at the end of their term.
As announced in the ad hoc announcements of June 11, 2021, and August 20, 2021, Epigenomics AG has entered into a back-stop agreement with its shareholder Deutsche Balaton Aktiengesellschaft, under which the latter has undertaken to acquire all notes in an aggregate principal amount of up to EUR 16,500,000.00 by exercising its subscription rights and by the acquisition of notes not subscribed via subscription rights and oversubscription rights. This obligation expires at the end of the year 2023.
Epigenomics AG plans to use the proceeds from the issuance of the mandatory convertible bond to finance its operations, in particular the further development of the blood-based colorectal cancer screening test Epi proColon Next-Gen. For this purpose, the Company plans to conduct a clinical study in the U.S.A., which is required to obtain approval for the test by the U.S. Food and Drug Administration (FDA). Preparations are currently underway for the clinical trial, which is scheduled to begin in the first half of 2022.
For further information please visit www.epigenomics.com.
This press release as well as the information contained herein shall not constitute or be construed as an offer to sell or the solicitation of an offer to buy any securities of Epigenomics AG in the Federal Republic of Germany or any other jurisdiction, in particular where such offer or solicitation is prohibited or unauthorized, and does not replace the securities prospectus. Potential investors in partial bonds of the mandatory convertible bond 2021/2027 of Epigenomics AG are requested to inform themselves about such restrictions and to comply with them. An investment decision regarding the partial notes of the mandatory convertible bond 2021/2027 of Epigenomics AG may only be made on the basis of the securities prospectus approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) on August 24, 2021, which has been published at https://www.epigenomics.com/convertible-bond-2021-2027/. The approval by BaFin should not be construed as an endorsement of the securities offered. Prospective investors should read the prospectus before making an investment decision in order to fully understand the potential risks and rewards of deciding to invest in the securities. The information contained in this document may not be distributed outside the Federal Republic of Germany, in particular not in the United States, to U.S. persons (as defined in Regulation S under the United States Securities Act of 1933) or to publications with a general circulation in the United States, unless such distribution outside the Federal Republic of Germany is required by mandatory provisions of applicable law. Any violation of these restrictions may constitute a violation of securities laws of certain countries, in particular the United States. Bonds of Epigenomics AG will not be publicly offered for sale outside the Federal Republic of Germany.
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.
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