MOLOGEN AG: Issuance of a convertible bond with exclusion of shareholders' subscription rights

MOLOGEN AG / Key word(s): Corporate Action
MOLOGEN AG: Issuance of a convertible bond with exclusion of shareholders' subscription rights

22-Nov-2019 / 16:59 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Ad-hoc release
 

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH DISTRIBUTION OR DISTRIBUTION IS UNLAWFUL.

MOLOGEN AG: Issuance of a convertible bond with exclusion of shareholders' subscription rights

Berlin, 22 November 2019 - The Management Board of MOLOGEN AG (ISIN DE000A2LQ900, SIN A2L Q90) (the "Company") today decided, with the approval of the Supervisory Board, to issue a convertible bond to certain investors, excluding shareholders' subscription rights.

The convertible bond is to be issued using part of the authorization granted by the Company's Annual General Meeting on 29 August 2019. The convertible bond provides for a total nominal amount of up to EUR 2,000,000.00 divided into up to 2,000 bonds of EUR 1,000.00 each and an eight-year term (the "Convertible Bond 2019/2027 II"). Furthermore, the Convertible Bond 2019/2027 II provides for an annual fixed interest rate of 6.00 % and the right of the convertible bond holders to convert the Convertible Bond 2019/2027 II into a total of up to 1,197,604 shares of the Company (corresponding to approximately 10 % of the currently existing share capital) at an initial conversion price of EUR 1.67, in accordance with the relevant terms and conditions of the Convertible Bond 2019/2027.

The Company intends to use the proceeds from the convertible bond issuance primarily to finance its current and future research and development activities. If the Convertible Bond 2019/2027 II is fully placed, the Company's available cash resources would reach up until approximately end of January 2020, according to current planning. The convertible bond will also serve as interim financing for the period up to the implementation of a capital increase from the authorized capital, resolved by the Annual General Meeting on August 29, 2019, with subscription rights of the shareholders which is currently planned for January 2020 and which is to serve to further finance the Company's research and development activities.

In parallel, the company is examining all other available strategic options. This also includes the possible sale or the possible acquisition of development candidates.

If the Convertible Bond 2019/2027 II cannot be placed or can only be placed in an insufficient amount, and if the other efforts of the Company to finance the Company, which are currently being made, are not successful, the existence of the Company would be threatened in the short term.

Important note:

This announcement constitutes neither an offer nor a solicitation to purchase or subscribe for securities in the United States of America, Australia, Canada, Japan or other jurisdictions in which an offer is unlawful. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. There will be no public offering of the securities referred to in this announcement in the United States of America. Subject to certain exceptions under the Securities Act, the securities referred to in this announcement may not be offered or sold in Australia, Canada or Japan or to or for the account or benefit of persons resident in Australia, Canada or Japan.

Kontakt

Mologen AG
Tel: +49 - 30 - 84 17 88 - 0
Fax: +49 - 30 - 84 17 88 - 50
investor@mologen.com

Risk note on the forward-looking statements

Certain statements in this release contain forward-looking terminology or the corresponding negative terminology, or versions or similar terminology that differ therefrom. These are referred to as forward-looking statements. In addition, all information given here relating to planned or future results of business segments, key financial figures, developments in the financial situation or other financial figures or statistical data contains such forward-looking statements. The Company advises forward-looking investors not to place undue reliance on these forward-looking statements as a guide to future events. The Company does not undertake, and shall not be liable in any manner whatsoever, to update any forward-looking statements, which speak only as of the date of their publication.

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