Medigene AG

Medigene announces capital increase to fund immunotherapy programs

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Planegg (pta042/24.05.2018/17:39) - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAWS

Medigene AG (FSE: MDG1, Prime Standard, TecDAX) today announces the launch of a capital increase by private placement of new shares to institutional investors via an accelerated book building as well as a secondary offering of existing shares.

The Company expects to issue up to 2.23 million new shares from authorized capital, which represents approximately 10% of the currently outstanding share capital. The new shares will be issued excluding pre-emptive rights and are expected to be admitted to listing on the Frankfurt Stock Exchange following their issuance.

In addition to the capital increase being undertaken by Medigene, QVT Financial, USA, a major shareholder of Medigene, is undertaking a secondary offering for the private placement of up to 1.1 million existing shares held by funds of QVT as part of a general restructuring across all QVT funds. As reported by Bloomberg on January 19, 2018, QVT informed that it intends on returning the majority of its outside capital to its investors over the course of the year 2018. The remaining capital owned by the partners of QVT will form the basis of the firm's new main pool of capital. If both the primary and secondary offerings are fully placed, upon completion of the transaction, QVT will hold approximately 4.1% of Medigene's total outstanding share capital (previously 9.5%), remaining a major shareholder of Medigene. This does not give effect to any purchases made by QVT Financial in this offering or thereafter. Keith Manchester, Managing Director and Head of Life Sciences for QVT Financial, will remain a member of Medigene's Supervisory Board.

Book building will commence immediately. It is anticipated that books will close on May 25 before the opening of the Frankfurt Stock Exchange, although the bookrunners reserve the right to close the books at any time. Shares owned by members of the Executive Management Board and Supervisory Board will be subject to a customary 90-day lock-up provision upon completion of the transaction. In addition, QVT has agreed to a 90-day lock-up period on the remaining shares it holds subject to a successful secondary offering in which it sells at least half of its shares offered.