EANS-Adhoc: Ad Hoc Announcement Pursuant to §15 WpHG (German Securities Trading Act): Epigenomics AG Announces Details of the Capital Increase
07.01.2013 – 22:31
-------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 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.com www.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 -------------------------------------------------------------------------------- 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