DGAP-Ad-hoc: MOLOGEN AG / Key word(s): Capital Increase MOLOGEN AG: Capital increase from authorized capital - binding commitments to subscription of the capital increase and a convertible bond by major shareholder
23.09.2016 / 18:49 Disclosure of an inside information according to Article 17 MAR. The issuer is solely responsible for the content of this announcement.
Insider information pursuant to Section 17 MAR
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
MOLOGEN AG: Capital increase from authorized capital - binding commitments to subscription of the capital increase and a convertible bond by major shareholder
Berlin, September 23, 2016 - The Executive Board of MOLOGEN AG (ISIN DE0006637200, SIN 663720) ("the "Company") today resolved, with the approval of the Supervisory Board, a capital increase against contribution in cash with indirect subscription rights for shareholders, completely utilizing the existing authorized capital (authorized capital 2015) pursuant to Section 4 No. 3 of the Articles of Association. The Company's share capital is to be increased from EUR 22,631,501 by up to EUR 11,315,750 to up to EUR 33,947,251 through issuing up to 11,315,750 new ordinary bearer shares with a proportional amount in the share capital of EUR 1.00 per share for contribution in cash. The new shares are entitled to a share in the profits from January 1, 2016. The new shares will be offered by an issuing bank with the obligation to offer them to shareholders of the company for subscription at a two for one subscription ratio (one new share per two old shares) and a subscription price of EUR 1.20 per new share within the subscription period.
Subject to approval of the prospectus for the offer by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority), shareholders will be able to exercise their subscription rights during the subscription period, provisionally from October 4, 2016 up to (and including) October 18, 2016. Shareholders will additionally be granted the option of buying any shares that are not subscribed by other shareholders (excess shares). However, shareholders have no legal right to allocation of such shares as part of oversubscription in general.
Global Derivative Trading GmbH ("GDT"), which to the company's best knowledge holds just under 24% of the existing shares, has made a binding commitment to exercise its subscription rights to an extent that GDT still holds around 24% of the increased share capital after the implementation of the capital increase. In connection with this confirmed acquisition declaration, the company gives GDT the opportunity for an oversubscription and corresponding allocation of up to 1,000,000 unsubscribed new shares. As a result, GDT would hold a 27% stake in the increased capital of the company in case of a full placement of the capital increase.
Any new shares which remain unsubscribed during the subscription period are to be offered to qualified investors in selected countries as part of international private placements. In this context, TowerCrest Limited Liability Cooperation, Beijing, (China), ("TowerCrest") has made a binding commitment to purchase 3,400,000 new shares within the framework of the private placements (or, if fewer unsubscribed shares should be available, the highest available amount). The Company has agreed to such an allocation in accordance with the available shares. In case of a full placement of the capital increase, the acquisition of 3,400,000 new shares would correspond to a participation of about 10% in the increased share capital of the company for TowerCrest.
Subject to the approval by the BaFin, a securities prospectus with detailed information and risk indications regarding the subscription offer will be published on September 28, 2016 on the MOLOGEN website. Inclusion of the new shares under the existing listing is provisionally scheduled for October 27, 2016.
As a further financing measure, the Executive Board resolved today, with the approval of the Supervisory Board, to issue a convertible bond with a total nominal value of EUR 2,540,000 and a term ending on October 29, 2024, partially using the authorization issued by the Annual General Meeting of the company on August 13, 2014. The terms of the convertible bond include a yearly fixed interest rate of 6% as well as the right for the investor to transform the convertible bond in up to 1,693,333 company shares at a conversion price of EUR 1.50. The convertible bond will be issued under the exclusion of subscription rights from the shareholders and will be completely subscribed by GDT. The issuance of the convertible bond is expected to take place on October 31, 2016 after the implementation of the capital increase. By issuing the convertible bond, the company will receive net proceeds amounting to approximately EUR 2,500,000.
Should the capital increase be placed in full and the convertible bond be issued, the company is expected to receive gross proceeds of around EUR 16,000,000. MOLOGEN AG intends to use the net proceeds for the implementation of the company's new "Next Level" strategy.
Important note: This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
This release is not a prospectus. Investors should not purchase or subscribe for any shares referred to in this press release except on the basis of information in a prospectus to be issued by the Company in connection with the offering of such shares. This release is not an offer of securities for sale in the United States of America. The securities referred to in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offer of the securities in the United States of America.
Subject to certain exceptions under the Securities Act, 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.
- End of the ad-hoc notification -
Contact Claudia Nickolaus Head of Investor Relations & Corporate Communications Tel: +49 - 30 - 84 17 88 - 38 Fax: +49 - 30 - 84 17 88 - 50 firstname.lastname@example.org
Note about risk for future predictions Certain information in this report contains forward-looking statements or the corresponding statements with negation or versions deviating from this or comparable terminology. These are described as forward-looking statements. In addition, all of the information given here that refers to planned or future results of business areas, key financial figures, developments of the financial situation or other financial figures or statistical data, is to be understood as such forward-looking statements. The company points out to investors that they should not rely on these forward-looking statements as predictions about actual future events. The company is not obligated and refuses to accept any liability for the forward-looking statements and has no obligation to update such statements in order to accurately reflect the current situation.
23.09.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de
Company: MOLOGEN AG
Phone: 030 / 841788-0
Fax: 030 / 841788-50
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange
End of News DGAP News Service 505149 23.09.2016
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