MOLOGEN AG: Announcement to holders of the EUR 2,707,050.00 worth of convertible bonds maturing in 2027 (the convertible bonds) (ISIN: DE000A2NBMN3, SIN A2NBMN)
DGAP-News: MOLOGEN AG / Key word(s): Bond
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Announcement to holders of the
Mologen AG (the Company) notifies holders of the convertible bonds that, under the terms of the convertible bonds (the bond terms) and according to calculations of the Company for the convertible bonds, an adjustment was made to the conversion price and conversion ratio.
On 8 June 2018, the Annual General Meeting of the Company resolved to authorize the Company's Executive Board to increase the Company's share capital, with the Supervisory Board's approval, by issuing new bearer no-par shares in exchange for contributions in kind and/or in cash on one or more occasions up to 7 June 2023, however, by a maximum of EUR3,768,643.00 (Authorized Capital 2018).
By resolution dated 13 May 2019, the Executive Board, with the Supervisory Board's approval of the same date, increased the Company's share capital, using Authorized Capital 2018, from EUR10,063,715.00 by EUR2,012,220.00 to up to EUR12,075,935.00 in exchange for cash contributions by issuing up to 2,012,220 new bearer no-par shares with a proportional amount in the share capital of EUR1.00 per share.
The shares were subscribed in full and the capital increase was entered in the commercial register on 2 May 2019.
In view of the capital increase, the conversion price and conversion ratio (as defined in the bond terms) were adjusted in line with Section 11(2) of the bond terms as follows: the conversion price from EUR2.0805 to EUR1.9847 and the conversion ratio from 4.8070 to 5.0385.
In accordance with Section 11(10) of the bond terms, the adjusted conversion price and the adjusted conversion ratio came into effect on 19 March 2019.
This announcement is neither an offer nor an invitation to purchase or to subscribe for securities in the United States, Australia, Canada, Japan or in any jurisdiction in which such an offer or solicitation is unlawful. The securities referred to in this press release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may be sold or offered for purchase in the USA only with prior registration or without prior registration only on the basis of an exception provided in line with the U.S. Securities Act. There will be no public offering of the securities in the United States of America. Subject to certain exceptions outlined in 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.
The Executive Board
14.06.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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