Disclosure of material transactions with related parties in accordance with section 111c German Stock Corporation Act (AktG)
Berlin, July 1, 2021 – As announced via the publication of an inside information pursuant to Art. 17 Market Abuse Regulation (MAR) on June 11, 2021 (“ad hoc announcement”), Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the “Company”) has entered into an agreement with its shareholder Deutsche Balaton Aktiengesellschaft (“Balaton”) on June 11, 2021, under which Balaton is obligated to underwrite a mandatory convertible bond to be issued by the Company in an aggregate principal amount of up to EUR 18,150,000.00 by exercising its subscription rights and by acquiring notes which have not been subscribed by the shareholders in the subscription offer (“back-stop agreement”). For further information on the mandatory convertible bond and the back-stop agreement, please refer to the ad hoc announcement.
In order to provide the shareholders of the Company with a complete picture, the Company informs in addition to the ad hoc announcement that Balaton is indirectly controlled by Mr. Wilhelm K. T. Zours according to the voting rights announcement published on May 27, 2021. According to the same voting rights announcement, Mr. Wilhelm K. T. Zours indirectly controls 23.02% of the Company’s voting rights via Balaton and other companies directly and indirectly controlled by him. On this basis, the Company assumes as a precautionary measure that Mr. Wilhelm K. T. Zours, and thus also Balaton, are related parties of the Company pursuant to Section 111a (1) sentence 2 AktG.
In this context, the Company announces that, pursuant to the back-stop agreement, it is obliged to offer the notes not subscribed by the other shareholders to Balaton for purchase. In return for its obligations to exercise its subscription right and to acquire the notes not subscribed by the other shareholders, Balaton is further entitled to a commission in the amount of 3.5% of the maximum total subscription price of EUR 18,150,000.00, i.e. in the amount of EUR 635,250.00. The Company is entitled to terminate the back-stop agreement with Balaton or, subject to certain conditions, to reduce the commission payable to Balaton if a third party offers to enter into the obligation with the Company to purchase the notes not subscribed by the remaining shareholders at a lower commission.
The Executive Board assesses the terms of the back-stop agreement as appropriate. The Supervisory Board approved the conclusion of the back-stop agreement on June 11, 2021.