FAQ
Questions and answers on the ordinary capital reduction
Below you will find answers to frequently asked questions regarding the capital reduction resolved by the extraordinary Shareholders’ Meeting on November 27, 2020.
What is the capital reduction based on?
The extraordinary Shareholders’ Meeting on November 27, 2020 resolved by a large majority (96.89%) to reduce the share capital by EUR 41,238,610.00 from EUR 47,129,840.00 to EUR 5,891,230.00, divided into 5,891,230 registered no-par value shares. The reduction was carried out in accordance with the provisions on ordinary capital reductions (Section 222 et seq. AktG) at a ratio of 8:1.
Why is the capital reduction carried out?
It was resolved to carry out a capital reduction to offset losses from the current year. Moreover, German stock corporation law does not permit the issue of new shares with a nominal value of less than EUR 1.00. The intention is to raise the share price, which has fallen below this mark, to a higher level again to have the option of a capital increase.
Learn more about the current situation of the company here.
When was the capital reduction entered in the commercial register?
The resolution adopted by the Shareholders’ Meeting on November 27, 2020 was entered in the commercial register on December 2, 2020. The capital reduction thereby became effective.
What is the amount of the new share capital?
The share capital was reduced at a ratio of 8:1 and now amounts to EUR 5,891,230.00.
Is there a new ISIN/WKN?
Yes, after completion of the reverse stock split, the new (converted) shares will be listed under ISIN DE000A3H2184 / WKN A3H218. The old ISIN DE000A11QW50 will then no longer be relevant. The ticker symbol ECX (Frankfurt Stock Exchange) will remain the same, though.
On what day will the reverse stock split take place?
On the evening of December 14, 2020, the 47,129,840 “old” shares will be consolidated by the custodian banks and Clearstream Banking AG, Frankfurt am Main, at a ratio of 8:1. With effect from the morning of December 11, 2020 the listing on the Frankfurt Stock Exchange will be converted to the “new shares” at a ratio of 8:1 (ISIN / WKN new: DE000A3H2184 / A3H218). Existing trading orders for the old shares (ISIN / WKN old: DE000A11QW50 / A11QW5) will expire at the end of December 10, 2020. Since stock exchange transactions are carried out with a value date of two working days after trading, stock trading has to be converted before the official securities account transfers. The respective custodian banks are aware of this. Different conversion days may therefore occur. Some banks will make the changes according to the conversion on the stock exchange, while other banks will make them according to the official conversion date.
What do shareholders have to do?
Basically, they do not have to do anything. The changes will be made automatically by the custodian banks for each securities account.
What does the reverse stock split mean for the shareholders?
In purely formal terms, the shareholders’ (proportionate) shareholdings do not change as the reverse split is carried out in the same way for all shareholders. The individual proportionate share in the reduced share capital and thus in Epigenomics AG remains unchanged.
What happens in cases where the number of shares held by a shareholder cannot be divided by eight?
Where the number of shares held by shareholders cannot be divided by eight, fractional shares (ISIN DE000A3H22N6 / WKN A3H22N) will be booked to them. In order to settle any fractional shares, the shareholders of the company are asked to instruct their respective custodian bank as soon as possible, but at the latest by January 8, 2021, regarding the handling of fractional shares, in particular the sale of fractional shares or the purchase of additional fractional shares in order to form a full share.
To the extent that the reverse split results in fractional shares and the shareholders fail to give instructions to their custodian bank, the custodian banks will endeavor to offset the fractional shares. Any remaining fractional shares are to be consolidated by the custodian banks and then realized for the account of the parties concerned.
The fractional shares will be calculated from the day (December 11, 2020) of the conversion of the listing (usually after the close of trading).
The company does not intend to reimburse any fees charged by the custodian banks.
What will happen to the share price after the reverse split?
The share price will initially be consolidated and the opening price on the morning of December 14, 2020 will probably be eight times the closing price of the previous day. If, for example, the last share price before the conversion was EUR 1, it will be EUR 8 after the conversion and then the new price will evolve accordingly.