DGAP-Adhoc Epigenomics AG: Capital reduction and further authorization to issue convertible bonds with backstop investor planned
DGAP-Ad-hoc: Epigenomics AG / Key word(s): Corporate Action/AGM/EGM
Capital reduction and further authorization to issue convertible bonds with backstop investor planned
Berlin, November 3, 2020 - Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the "Company") plans to propose to the extraordinary Shareholders' Meeting, which is to be convened on November 27, 2020 and conducted as a virtual general meeting, in addition to the notification of loss pursuant to Section 92 par. 1 AktG, the reduction of the share capital to EUR 5,891,230.00 and a further authorization to issue convertible bonds in a nominal amount of up to EUR 5.5 million.
The capital reduction is to take place in two steps. First, the share capital shall be reduced by EUR 6.00 from EUR 47,129,846.00 to EUR 47,129,840.00 by withdrawing six treasury shares acquired free of charge. Secondly, the share capital of the Company shall be reduced by means of an ordinary capital reduction in accordance with Section 222 et seq. AktG by EUR 41,238,610.00 from EUR 47,129,840.00 to EUR 5,891,230.00. The ordinary capital reduction shall be carried out by combining the shares of the Company in the ratio 8:1. The ordinary capital reduction serves partly to cover losses and partly to allocate to the Company's capital reserves.
The new authorization to issue convertible bonds with a nominal value of up to EUR 5.5 million, which is also to be proposed to the extraordinary General Shareholders' Meeting, shall be limited until March 31, 2021. It stipulates a term of the convertible bonds of about three years. If the bonds have not been previously converted, there is a conversion obligation at the end of the term. The conversion price per no-par value share of the Company amounts to EUR 1.10. Under the authorization, conversion rights and obligations can accordingly be established for up to 5,000,000 new no-par value shares of the Company. There will be no adjustment of the conditions, in particular the conversion price, in the event of the capital reductions which will also be proposed to the extraordinary Shareholders' Meeting. In the event that the authorization is exercised, the shareholders shall be granted the subscription right (subject to the exclusion of the subscription right for fractional amounts) and an over-subscription right. In accordance with the authorization, the convertible bonds will be issued at their nominal amount and will not bear interest.