Track topics on Twitter Track topics that are important to you
MOLOGEN AG / Key word(s): Capital Increase
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.
Note about risk for future predictions
|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 Announcement||DGAP News Service|
Mergers & Acquisitions
Commercial and market reports on mergers and acquisitions in the biotechnology, pharmaceutical, medical device and life-science industries. Mergers and acquisitions (abbreviated M&A;) is an aspect of corporate strategy, corporate finance and manageme...