EANS-Adhoc: Ad Hoc Announcement Pursuant to §15 WpHG (German Securities Trading Act) Not for distribution in the United States. Epigenomics AG Places Maximum Number of New Shares in Capital Increase ...
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.
Company Information/Molecular diagnostics
30.03.2010
Berlin, Germany, March 30, 2010 - Epigenomics AG (Frankfurt Prime Standard: ECX; ISIN: DE000A0BVT96) today successfully completed the placement of 14,697,361 new ordinary bearer shares within a rights offering representing the entire authorized capital available. The new shares were placed at the subscription price of EUR 2.25 per new share resulting in gross proceeds of about EUR 33.1 million. The rights offering started on March 15, 2010 and ended on March 29, 2010.
The subscription rate in the transaction was 46.2% equalling 6,789,613 new shares. The remaining 7,907,748 unsubscribed new shares were sold at the subscription price to retail investors as part of a public offering in Germany and Austria, as well as to selected institutional investors in Germany and abroad. This public offering was significantly oversubscribed, enabling Epigenomics AG to place the entire number of new shares. A sizeable portion of the unsubscribed new shares were placed with funds managed by Abingworth LLP, London, United Kingdom, that in addition to exercising pre-emptive rights, increased their stake in Epigenomics AG to become the largest shareholders after the capital increase.
ICF Kursmakler AG (Frankfurt, Germany) acted as sole lead manager and sole underwriter.
The registration of the implementation of the capital increase with the commercial register (Handelsregister) and the admission of the new shares to the regulated market (regulierter Markt), Prime Standard, of the Frankfurt Stock Exchange is expected on or around March 31, 2010. Trading in the new shares is expected to begin on or around April 1, 2010.
With the registration of the implementation of the capital increase the total issued share capital of Epigenomics increases from EUR 29,394,724.00 to EUR 44,092,085.00.
Epigenomics AG intends to use the net proceeds from the offering to finance its current operations and to build and strengthen the marketing, sales, and distribution capacities for its products, to support ongoing and new product development for its business in cancer screening, diagnosis, disease progression and recurrence monitoring, and assessment of disease prognosis and in this areas in particular the funding of further R&D, clinical trials, regulatory approvals and market introduction of its products that are currently in its product pipeline as well as enhancing and strengthening capabilities related to regulatory affairs and clinical trials, further improvement of the DNA methylation technology, additional in-licensing agreements and strengthening its intellectual property portfolio, as well as for general corporate purposes.
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.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This communication 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 future 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.
The offer in Germany and Austria was made exclusively by means of and on the basis of a prospectus published and available free of charge at Epigenomics AG (fax number +49 30 24345 555) and ICF Kursmakler AG (fax number +49 69 92877- 222).
Contact:
Epigenomics AG Dr. Achim Plum Senior VP Corporate Development Kleine Präsidentenstr. 1 10178 Berlin Germany +49 30 24345 368 (phone) +49 30 24345 555 (fax) achim.plum@epigenomics.com
end of announcement euro adhoc
Further inquiry note:
Dr. Achim Plum
Sen. VP Corporate Development
Epigenomics AG
Tel: +49 30 24345 368
achim.plum@epigenomics.com
Branche: Biotechnology
ISIN: DE000A0BVT96
WKN: A0BVT9
Index: Prime All Share, Technology All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade