Epigenomics AG / Key word(s): Corporate Action/AGM/EGM
Capital reduction and further authorization to issue convertible bonds with backstop investor planned
Berlin, November 3, 2020 - Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the "Company") plans to propose to the extraordinary Shareholders' Meeting, which is to be convened on November 27, 2020 and conducted as a virtual general meeting, in addition to the notification of loss pursuant to Section 92 par. 1 AktG, the reduction of the share capital to EUR 5,891,230.00 and a further authorization to issue convertible bonds in a nominal amount of up to EUR 5.5 million.
The capital reduction is to take place in two steps. First, the share capital shall be reduced by EUR 6.00 from EUR 47,129,846.00 to EUR 47,129,840.00 by withdrawing six treasury shares acquired free of charge. Secondly, the share capital of the Company shall be reduced by means of an ordinary capital reduction in accordance with Section 222 et seq. AktG by EUR 41,238,610.00 from EUR 47,129,840.00 to EUR 5,891,230.00. The ordinary capital reduction shall be carried out by combining the shares of the Company in the ratio 8:1. The ordinary capital reduction serves partly to cover losses and partly to allocate to the Company's capital reserves.
The new authorization to issue convertible bonds with a nominal value of up to EUR 5.5 million, which is also to be proposed to the extraordinary General Shareholders' Meeting, shall be limited until March 31, 2021. It stipulates a term of the convertible bonds of about three years. If the bonds have not been previously converted, there is a conversion obligation at the end of the term. The conversion price per no-par value share of the Company amounts to EUR 1.10. Under the authorization, conversion rights and obligations can accordingly be established for up to 5,000,000 new no-par value shares of the Company. There will be no adjustment of the conditions, in particular the conversion price, in the event of the capital reductions which will also be proposed to the extraordinary Shareholders' Meeting. In the event that the authorization is exercised, the shareholders shall be granted the subscription right (subject to the exclusion of the subscription right for fractional amounts) and an over-subscription right. In accordance with the authorization, the convertible bonds will be issued at their nominal amount and will not bear interest.
In case that the authorization is exercised, the Company has today concluded a so-called backstop agreement with several shareholders, namely Deutsche Balaton Aktiengesellschaft and its affiliated companies. Under this agreement, Deutsche Balaton Aktiengesellschaft has undertaken, under certain conditions, to subscribe for or acquire new convertible bonds with a total nominal value of up to EUR 4 million if the authorization is exercised.
The complete agenda, together with explanations and more detailed information on registration for the extraordinary General Shareholders' Meeting, can be found in the invitation, which is expected to be published in the Federal Gazette on November 5, 2020 and will also be available at https://www.epigenomics.com/news-investors/general-shareholder-meeting/.
This publication 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.
03-Nov-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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