Epigenomics AG / Keyword (s): Obligation / Financing
Epigenomics AG plans to issue mandatory convertible bonds for a maximum amount of € 18.15 million

11-Jun-2021 / 21:05 CET / CEST
Disclosure of inside information acc. in Article 17 MAR of Regulation (EU) No 596/2014, transmitted by DGAP – a service of EQS Group AG.
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Publication of inside information in accordance with article 17 MAR

Epigenomics AG plans to issue mandatory convertible bonds for a maximum amount of € 18.15 million

Berlin, Germany, June 11, 2021 – The Management Board of Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the “Company”) today took a decision in principle, with the approval of the Supervisory Board, to issue a subordinated convertible bond. in aggregate capital amount up to EUR 18,150,000.00. This will be convertible into a total of 15,000,000 registered shares without par value of the Company with a share for a total amount of EUR 15,000,000.00 in the share capital of the Company.

The mandatory convertible bond will consist of up to 181,500 notes with a nominal amount of EUR 100.00 each, which will be offered for subscription by way of a rights offering initially to existing shareholders of Epigenomics AG. Shareholders will also have the option of oversubscribing. In addition, the Company plans to organize the stock exchange trading of the subscription rights. The Company will soon mandate an investment bank to accompany the issue and will begin to prepare a securities prospectus if legally necessary for the offering. The publication dates of a rights offer and the start of the subscription period will be published in due course.

In addition, today Epigenomics AG has entered into a guarantee agreement with its shareholder Deutsche Balaton Aktiengesellschaft under which the latter has undertaken to acquire all the bonds for a total principal amount of up to 18,150,000, 00 EUR by exercising its subscription rights and by acquiring unsubscribed notes via subscription rights and over-subscription rights. The obligation of the Deutsche Balaton Aktiengesellschaft will expire in particular at the end of October 31, 2021, if the offer of rights has not been published in the Official Journal on that date.

The notes will not bear interest (zero coupon) and will have a maturity until 2027. In addition to the conversion rights for the holders or creditors of the notes, they will also include a conversion obligation for all outstanding notes not yet converted to deadline. .

Subject to anti-dilution adjustments, the conversion price per share is 1.21 EUR, i.e. each note with a nominal amount of 100.00 EUR will be convertible into 82 (eighty -two) registered shares without nominal value representing EUR 1.00 per share of the Company’s share capital.

Epigenomics AG plans to use the proceeds from the convertible bond issue to finance its operations. This is mainly the completion of the development of the Epi proColon Next-Gen colorectal cancer screening blood test by conducting a clinical study in the United States, which is required to obtain the approval of the test by the Food and Drug Administration. of the United States (FDA).

Contact:
Company
Epigenomics AG, Geneststraße 5, 10829 Berlin
Tel +49 (0) 30 24345 0, fax +49 (0) 30 24345 555, e-mail: [email protected]

Investor Relations
IR.on AG, Frederic Hilke, Fabian Kirchmann, tel +49 221 9140 970, e-mail: [email protected]

Important Notice

This publication does not constitute or form part of, and should not be construed as an offer or invitation to sell, or to make or solicit an offer to purchase or subscribe for securities. This publication, in particular, does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. The securities referred to in this document have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or the laws of any state of the United States. , and may not be offered or sold in the United States. States or in or on behalf of or for the benefit of persons of the United States, except that the offered shares may be offered or sold to qualified institutional buyers based on certain exemptions from the registration requirements of the United States. Securities Act and applicable state securities laws. This publication and the information it contains may not be distributed or sent to the United States, or any other jurisdiction in which the offers or sales of the titles described herein would be prohibited by applicable law, and should not be distributed to persons or persons in the United States. through publications for general distribution in the United States. No public offering of shares is 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 on behalf of or for the benefit of, any national, resident or citizen of Australia, Canada or from Japan. The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan.

Note on forward-looking statements

This publication expressly or impliedly contains forward-looking statements regarding Epigenomics AG and its business. These statements involve certain known and unknown risks, uncertainties and other factors which may cause the actual results, financial position and performance of Epigenomics AG to differ materially from future results, performance or achievements expressed or underperformed. heard by these statements. Epigenomics makes this announcement as of the date of this release and does not intend to update any forward-looking statements contained herein as a result of new information or future events or otherwise.

11-Jun-2021 CET / CEST DGAP’s distribution services include regulatory announcements, financial / corporate news and press releases.
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