EANS-Adhoc: Ad Hoc Announcement Pursuant to §15 WpHG (German Securities Trading
Act): Epigenomics AG Announces Details of the Capital Increase
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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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Restructuring & Recapitalisations/Company Information/molecular diagnostics
07.01.2013
Not for distribution in the United States
Berlin, Germany, January 7, 2013 - Today the Executive Board of Epigenomics AG,
Berlin, Germany (Frankfurt Prime Standard: ECX; ISIN: DE000A1K0516), with the
approval of the Supervisory Board, resolved to increase the issued share capital
from EUR 8,818,417.00 by up to EUR 3,149,430.00 up to EUR 11,967,847.00 by
issuing up to 3,149,430 new ordinary bearer shares with no-par value, each such
share representing a notional nominal amount of the issued share capital of EUR
1.00 per share against cash contributions utilizing authorized capital.
The capital increase is structured as an indirect rights issue conducted by
Kempen&Co. The new shares will be offered to the Company's shareholders at a
ratio of 14 (existing shares):5 (new shares) at a subscription price of EUR 1.58
per new share. In addition, the shareholders will be offered the possibility to
subscribe for additional shares (oversubscription).
The subscription offer is expected to be published on the Company's website
(www.epigenomics.com) and in the German Federal Gazette (Bundesanzeiger) on
January 10, 2013. The subscription period for the Company's shareholders is
expected to begin on January 11, 2013 and to end on January 24, 2013 (in each
case including such dates). The new shares carry full dividend rights as from
January 1, 2012.
Shares not subscribed for by shareholders might subsequently be offered in a
private placement to institutional investors subject to selling restrictions as
may be applicable in certain jurisdictions. The actual number eventually issued
under the capital increase is determined following the end of the subscription
period and the take up under the private placement.
The capital increase is structured in a manner that the gross proceeds generated
by it will at a maximum be equal to an amount just short of EUR 5,000,000, but
will not reach that amountso that the capital increase does not require a
prospectus under German law.The amount of the gross proceeds actually generated
depends on the number of new shares eventuallysubscribed for or taken up under
the private placement and may therefore fall more or less short of the envisaged
maximum amount.
Epigenomics AG intends to use the net proceeds from the offering to finance its
current operations.
- End of Ad hoc -
Disclaimer
This publication is not an offer of any securities for sale or a solicitation of
an offer to purchase any securities.
This document is not an offer of securities for sale or a solicitation of an
offer to purchase securities in the United States. The shares of Epigenomics AG
(the "Shares") have not been registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") and may not be offered or sold in the United
States unless registered under the Securities Act or pursuant to an exemption
from such registration. There will be no public offering of the Shares in the
United States and the Shares will not be registered under the Securities Act.
Contact:
Epigenomics AG
Antje Zeise CIRO
Manager IR | PR
Epigenomics AG
Phone: +49 (0) 30 24345 386
ir@epigenomics.comwww.epigenomics.com
Further inquiry note:
Antje Zeise | CIRO
Manager IR/PR
Epigenomics AG
Tel: +49 30 24345 386
antje.zeise@epigenomics.com
end of announcement euro adhoc
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issuer: Epigenomics AG
Kleine Präsidentenstraße 1
D-10178 Berlin
phone: +49 30 24345-0
FAX: +49 30 24345-555
mail: ir@epigenomics.com
WWW: http://www.epigenomics.com
sector: Biotechnology
ISIN: DE000A1K0516
indexes: Prime All Share, Technology All Share
stockmarkets: free trade: Berlin, München, Hamburg, Düsseldorf, Stuttgart,
regulated dealing/prime standard: Frankfurt
language: English