MOLOGEN AG – Public rights offering of a convertible bond with purchase guarantee by major shareholder amounting to 60%
Berlin, December 21, 2016 – The Executive Board of MOLOGEN AG (ISIN DE0006637200, SIN 663720) (hereinafter also referred to as “the company”) today resolved, with the approval of the Supervisory Board, to launch a convertible bond issue with an aggregate face value of up to €4,999,990.00, divided into up to 499,999 partial bonds of €10.00 each with a maturity of January 19, 2025 (“convertible bond 2017/2025”), through partial utilization of the authorization granted at the general meeting of the company on August 13, 2014. The convertible bond 2017/2025 features a fixed annual interest of 6% as well as the right of convertible bond holders to convert the convertible bond 2017/2025 into a maximum of 3,124,994 shares of the company in total at a conversion price of €1.60.
The convertible bond 2017/2025 will be taken up by an issuing bank with the obligation to offer it to shareholders of the company for subscription in a 68:1 ratio (each 68 shares entitle to subscribe to one partial bond) at an offer price of €10.00 per partial bond within the subscription period. Shareholders may exercise their subscription rights during the subscription period, which is expected to last from December 28, 2016 up to (and including) January 13, 2017. Further details will be provided in the rights offering, which is scheduled for publication in the Federal Gazette on December 27, 2016. From that date onwards, it will also be made available on the company’s website (www.mologen.com). Pursuant to legal regulations, the company will not prepare and publish a prospectus pertaining to the public offering of the convertible bond 2017/2025. Furthermore, the company does not intend to arrange the convertible bond 2017/2025 for inclusion in stock exchange trading.
Global Derivative Trading GmbH (“GDT”), the company’s major shareholder, made a binding commitment to the company to purchase at least 299,999 partial bonds in total – representing around 60% of the convertible bond 2017/2025 (or, if less non-subscribed partial bonds should be available, the largest possible number available). Following this purchase guarantee, the company has assured GDT the allocation of a corresponding number of partial bonds and, in addition, granted a right of first access to all further non-subscribed bonds.
MOLOGEN intends to use the issue proceeds from the convertible bond for the ongoing implementation of its “Next Level” strategy.
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. 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.
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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.