MOLOGEN AG: Announcement to holders of the EUR 4.999.990,00 worth of convertible bonds maturing in 2025 (the convertible bonds) (ISIN: DE000A2DANN4, SIN A2DANN)
DGAP-News: MOLOGEN AG / Key word(s): Bond
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Mologen AG (the Company) notifies holders of the convertible bonds that, under the terms of the convertible bonds (the bond terms) an adjustment for the convertible bonds was made to the conversion price and conversion ratio.
On 8 June 2018, the Annual General Meeting of the Company resolved to create conditional capital amounting to EUR1,507,457.00 (Conditional Capital 2018) and authorized the Executive Board of the Company with the Supervisory Board's approval to grant conversion and/or option rights on new ordinary bearer shares with no-par value in the Company with a proportional amount in the share capital of up to a total of EUR1,507,457.00 to holders of bonds in the period up to 7 June 2023.
By resolution dated 19 December 2018 and resolution dated 27 December 2018, the Executive Board, with the Supervisory Board's approval, resolved to issue convertible bonds (Convertible Bond 2019/2027) with partial utilization of the authorization granted by the Annual General Meeting. Convertible Bond 2019/2027 comprise the right of bond holders to convert the convertible bonds initially into up to 1,301,153 ordinary bearer shares in total with a proportional amount in the share capital of EUR1.00 per share.
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 against 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 March 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 EUR12,075,935.00 against 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 registered in the commercial register on 2 May 2019.
Due to the issuance of Convertible Bond 2019/2027 and the granting of subscription rights to shareholders of the Company, the conversion price and conversion ratio (as defined in the bond terms) were adjusted in accordance with Section 11(3) of the bond terms as follows: the conversion price from EUR7.61 to EUR7.2743 and the conversion ratio from 1.314 to 1.3747.
In accordance with Section 11(10) of the bond terms, the adjusted conversion price and the adjusted conversion ratio came into effect on 2 January 2019.
Due to the capital increase and taking into account the amendment of the bond terms in the meantime by resolution of the Creditors' Meeting of 28 February 2019, the conversion price and conversion ratio (as defined in the bond terms) were adjusted in accordance with Section 11(2) of the bond terms as follows: the conversion price from EUR2.46 to EUR2.3468 and the conversion ratio from 4.065 to 4.2611.
The adjusted conversion price and the adjusted conversion ratio came into effect on 5 June 2019, following the supplementing of the global certificate at the central securities depository pursuant to Section 21(1) Clause 1 and Clause 2 SchVG (German Act on Issues of Debt Securities).
The Executive Board
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.
19.06.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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