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MOLOGEN AG: Capital increase from authorized capital - binding commitments to subscription of the capital increase

14:52 EST 15 Feb 2018 | EQS Group

MOLOGEN AG / Key word(s): Capital Increase
MOLOGEN AG: Capital increase from authorized capital - binding commitments to subscription of the capital increase

15-Feb-2018 / 19:52 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


Publication of an insider information pursuant to Section 17 of the regulation (EU) No. 596/2014

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

Berlin, 15 February 2018 - 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, utilizing the existing authorized capital (authorized capital 2017) pursuant to Section 4 No. 3 of the Articles of Association. The Company's share capital is to be increased from 34,771,185 EUR by up to 2,357,368 EUR to up to 37,128,553 EUR through issuing up to 2,357,368 new ordinary bearer shares with a proportional amount in the share capital of 1.00 EUR per share for contribution in cash. The new shares are entitled to dividends from 1 January 2017.

The rights offering will be carried out in the Federal Republic of Germany in the form of a public offering without prospectus in accordance with Section 1 (2) No. 4 of the German Securities Prospectus Act (WpPG). The company will therefore not prepare and publish a securities prospectus relating to the new shares and the relevant rights offering. Consequently, such a securities prospectus will not be available as a basis of information for the subscription or acquisition of new shares. The company is expressly outlining this situation to shareholders. Shareholders are recommended to inform themselves fully before exercising their subscription rights and to, for example, read the company's financial reports which are available on the company's website at www.mologen.com.

The new shares will be taken over by an issuing bank with the obligation to offer them to shareholders of the company for subscription at a subscription ratio of 1:14.75 (one new share per 14.75 old shares) and a subscription price of 2.12 EUR per new share within the subscription period. The subscription price equals 90% of the closing price of the trading platform XETRA on 14 February 2018.

Shareholders will be able to exercise their subscription rights during the subscription period, provisionally from 21 February 2018 up to (and including) 6 March 2018. 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 over-subscription in general. Inquiries to subscribe for new shares from parties who made binding commitments to subscribe for new shares will be taken into account by the Company in the scope of the respective commitments on a pro rata and priority basis with regard to oversubscription orders.

Donau Invest Beteiligungs Ges.m.b.H. (Donau Invest), Vienna, Austria, has made a binding commitment to subscribe for 120,000 new shares. In connection with this confirmed subscription declaration, the Company gave Donau Invest the opportunity for an oversubscription and corresponding pro rata allocation of up to 120,000 unsubscribed new shares depending on the availability.

Any new shares which remain unsubscribed during the subscription period are to be offered to qualified investors in selected countries at a price equaling at least the subscription price in the context of international private placements.

The US investor Global Corporate Finance (GCF) has made a binding commitment to directly or indirectly subscribe for 10% of the subscribed volume within the framework of the private placements as defined below. The Company has agreed to such a potentially pro rata allocation - subject to the availability of the new shares.

The subscription rights offer will be published presumably on 20 February 2018 on the MOLOGEN website with detailed information and risk indications. Inclusion of the new shares under the existing listing is presumably scheduled for 13 March 2018.

Should the capital increase be placed in full, the Company is expected to receive gross proceeds of around 5,000,000 EUR. MOLOGEN AG intends to use the net proceeds for the financing of the business operations beyond Q1 2018 and especially to finance the ongoing studies as well as the activities regarding the outsourcing of the production.
Important note:
This announcement is not an offer of securities for sale in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. 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 exemption from registration. There will be no public offering of the securities in the United States of America. 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.

Contact
Claudia Nickolaus
Head of Investor Relations & Corporate Communications
Tel: +49 - 30 - 84 17 88 - 38
Fax: +49 - 30 - 84 17 88 - 50
investor@mologen.com

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.


15-Feb-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de


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