DGAP-Ad-hoc: Epigenomics AG / Key word(s): Capital Increase
Publication of Inside Information according to Article 17 MAR
Epigenomics AG plans to increase share capital with subscription rights for existing shareholders / Commitment of major shareholder to participate in planned capital increase
Berlin, October 3, 2018 - The Executive Board of Epigenomics AG (FSE: ECX; OTCQX: EPGNY) ("Company") plans to execute a capital increase against contribution in cash and partly in kind with subscription rights for existing shareholders of up to 50% of the outstanding shares in accordance with the Authorized Capitals approved by the 2018 Annual General Meeting. The subscription price of the new shares will be announced during the subscription period.
The planned public offering of the new shares is conditional to and purely based on a prospectus yet to be approved by the German Federal Financial Supervisory Authority (BaFin - Bundesanstalt für Finanzdienstleistungsaufsicht) which is currently expected for October 8, 2018.
Cathay Fortune International Company Limited (CFICL), a major shareholder of Epigenomics, has committed to participate subject to certain conditions in the planned capital increase in proportion to its current share in the Company. Such participation shall occur against contribution in kind through partial contribution of its redemption claim under convertible bond subscribed by CFICL in 2017.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN AND AUSTRALIA.
This publication does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. The shares will be solely offered on the basis of a yet to be published subscription offer and the prospectus yet to be approved by BaFin.
This publication does, in particular, not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state within the U.S., and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons, except that the offered shares may be offered or sold to qualified institutional buyers in reliance on certain exemptions from the registration requirements of the Securities Act and applicable state securities laws. This publication and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to United States persons or publications with a general circulation in the United States. No public offering of the shares is being made in the United States.
Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan.
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 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-Oct-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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730013 03-Oct-2018 CET/CEST