Publication of Inside Information according to Article 17 MAR
Berlin, October 16, 2018 – The Executive Board of Epigenomics AG (FSE: ECX; OTCQX: EPGNY) (“Company”) resolved today, with approval of the Supervisory Board, to set the subscription price per new share at EUR 1.86 as part of the capital increase resolved on October 7, 2018. The subscription price represents a discount of 9.7% to the volume-weighted average price for one share of the Company on the electronic trading system XETRA on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the beginning of the subscription period on October 9, 2018 until close of trading on October 15, 2018.
The new shares are offered to shareholders of the Company as part of a public offering in Germany against contribution in cash by means of indirect subscription rights and partly in kind by means of direct subscription rights during the subscription period from October 9, 2018 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. 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.
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: email@example.com
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN AND AUSTRALIA.
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, both published on October 8, 2018. The prospectus was immediately published after approval by the German Federal Financial Supervisory Authority (BaFin – Bundesanstalt für Finanzdienstleistungsaufsicht). The prospectus is available free of charge at Epigenomics AG, Geneststrasse 5, 10829 Berlin, Germany, or on the Company’s website at www.epigenomics.com.
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.
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.