DGAP-Ad-hoc: MOLOGEN AG / Key word(s): Capital Increase/Corporate Action
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MOLOGEN AG - Capital Increase from Authorized Capital
Berlin, 13 March 2019 - The Executive Board of MOLOGEN AG (ISIN DE000A2LQ900, SIN A2L Q90) (the "Company") today resolved, with the approval of the Company's Supervisory Board, a capital increase with indirect subscription rights for shareholders, exercising the Company's authorized capital (Authorized Capital 2018) pursuant to Section 4 no. 3 of its articles of association. The Company's share capital is to be increased from currently EUR 10,061,102 by up to EUR 2,012,220 to up to EUR 12,073,322 through the issue of up to 2,012,220 new ordinary bearer shares of the Company, with each such share representing a notional value of the Company's share capital of EUR 1.00 (the "New Shares") against contributions in cash. The New Shares shall be entitled to dividends from 1 January 2018.
The subscription rights will be publicly offered to the Company's existing shareholders in accordance with the terms of the subscription offer (Bezugsangebot) and without a prospectus pursuant to section 3 para. 2 sentence 1 no. 5 and section 4 para. 2 sentence 1 of the German Securities Prospectus Act (Wertpapierprospektgesetz) in conjunction with art. 1 para. 5 subpara. 1 lit. a) of Regulation (EU) 2017/1129. Consequently, the Company will not prepare and publish a securities prospectus in relation to the rights offering and the New Shares. Before deciding to exercise their subscription rights, shareholders are recommended to inform themselves fully and to, for example, read the Company's financial reports which are available on the Company's website at www.mologen.com. However, the Company's financial statements 2018 will only be available after the completion of the capital increase.
The New Shares will be offered to the Company's existing shareholders at a subscription ratio of 1:5 (i.e. one New Share per 5 existing shares of the Company) by means of indirect subscription rights (mittelbare Bezugsrechte). The Company will set the subscription price at short notice. Shareholders may exercise their subscription rights to purchase New Shares during the subscription period which is expected to last from 19 March 2019 to (and including) 1 April 2019. The Company has not applied for admission of the subscription rights to trading on any stock exchange. Shareholders will additionally be granted the option to acquire such New Shares that have not been subscribed for by other shareholders by exercising their statutory subscription rights (the "Rump Shares"). However, shareholders have no legal right to the allocation of any Rump Shares. The Company may also offer Rump Shares to qualified investors in selected countries at a price equaling at least the Subscription Price by means of international private placements.
The subscription offer with further information and further risk notes is expected to be published on or about 18 March 2019 on the Company's website at https://www.mologen.com/de/investors/share/capital-measures and in the Federal Gazette. Inclusion of the New Shares in the existing listing quotation of the Company's shares on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) is expected to occur on or about 10 April 2019.
The Company intends to use the net proceeds from the subscription offer for the financing of its business operations beyond July 2019 and especially for the financing of the ongoing pivotal phase III study "IMPALA".
The Company has decided to finalize and publish its audited Financial Statements for the financial year ended 31 December 2018 ("Financial Statements 2018") only upon completion of the capital increase relating to the New Shares. The Company expects the Financial Statements 2018 to be available by the end of April 2019. Provided that the Company raises at least EUR 4,000,000 by means of the capital increase, the Company expects the Financial Statements 2018 to receive an unqualified auditor's opinion.
Note about risk for future predictions
13-March-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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|End of Announcement||DGAP News Service|
786931 13-March-2019 CET/CEST