Medios AG resolves on capital increase against cash contributions of up to 10% of the share capital
Medios AG / Key word(s): Capital Increase
THE INFORMATION CONTAINED IN THIS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER COUNTRIES WHERE SUCH DISTRIBUTION OR PUBLICATION MIGHT BE UNLAWFUL
Berlin, December 2, 2021 - The Management Board of Medios AG (the "Company") resolved today, with the consent of the Supervisory Board, a capital increase against cash contributions. The capital increase will make partial use of the Authorized Capital 2021. As a result, the Company's share capital, currently €20,264,991.00, is expected to increase by up to 10% through the issuance of up to 2,026,499 new no-par value bearer shares ("Capital Increase Shares"). The statutory subscription rights of the shareholders have been excluded. The Capital Increase Shares will carry the same rights as the existing shares with the ISIN DE000A1MMCC8 and will be admitted to trading on the regulated market of the Frankfurt Stock Exchange, without a prospectus, with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard).
The Capital Increase Shares will be offered for purchase exclusively to institutional investors in an international private placement by means of an accelerated book building process. The Management Board, with the approval of the Supervisory Board, will determine the placement price and the exact number of new shares to be issued after completion of the placement process. The Company has agreed to a lock-up period of 180 days, with customary market exceptions.
The Company will use the expected net proceeds from the capital increase to finance the cash component of its acquisition of the NewCo Pharma Group.
In addition, the Company is determined to increase the free float continuously in order to ensure a re-inclusion in the SDax at the earliest possible date. For this reason, in the event of significant demand, up to 590,000 additional new shares can be placed under an upsize option (the "Option Shares", the Capital Increase Shares and the Option Shares collectively the "New Shares"). The Option Shares are part of the 2017 Stock Option Plan, which allows members of the Management Board and senior executives to exercise subscription rights during specified limited time windows. These Option Shares will be created from the Conditional Capital 2017 of the Company. In the event that the upsize option is exercised, the option-exercising members of the Management Board, as well as one additional executive manager who exercised options, have agreed to a lock-up period of 360 days with customary market exceptions as well.
The first trading day of the New Shares is expected to be December 8, 2021. Delivery of the New Shares is also expected for December 8, 2021.
The private placement will commence immediately following the publication of this announcement. The order book is expected to close on December 3, 2021 prior to the start of trading, although the Company reserves the right to close the order book at any time earlier.
Notifying person: Matthias Gaertner, Chief Executive Officer of Medios AG
Information and Explanation of the Issuer to this News:
Joh. Berenberg, Gossler & Co. KG is acting as Sole Global Coordinator together with Bryan, Garnier & Co. as Lead Bookrunner and M.M. Warburg & Co (AG & Co.) KGaA as further Joint Bookrunner for the private placement.
About Medios AG
Medios AG is Germany's first listed Specialty Pharma company. The shares (ISIN: DE000A1MMCC8) are listed on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard).
Reservation on future statements/no obligation to update
This announcement is neither an offer nor a solicitation to subscribe for or purchase securities of Medios AG in the United States of America, Germany or any other country. No public offer has been or will be made and no prospectus will be published in connection with this transaction.
Neither this publication nor its contents may be used as the basis for an offer in any country. The aforementioned securities may not be sold or offered for sale in the United States of America absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the 'Securities Act'). The securities of Medios AG are not and will not be registered under the Securities Act.
This announcement does not constitute a recommendation regarding the placement of the securities described in this announcement. Investors should consult a professional advisor as to the suitability of the offer for the person concerned.
In the United Kingdom, this publication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order'), as amended, or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, partnerships, etc.) (such persons together being referred to as 'Relevant Persons'). No persons other than Relevant Persons may refer to or rely on this publication. Any investment or investment opportunity referred to in this publication is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The offer referred to herein, which is made in Member States of the European Economic Area (each a 'Relevant Member State') is only addressed to 'qualified investors' within the meaning of Article 2 (e) of the Prospectus Regulation ('Qualified Investors'). For these purposes, the term 'Prospectus Regulation' means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, and also includes the delegated regulations in this regard.
No measures have been taken that would permit the offer of the securities, their acquisition or the distribution of this publication in countries where this is not permitted. Anyone who comes into possession of this publication must inform themselves about any restrictions and observe them.
02-Dec-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Dusseldorf|
|EQS News ID:||1253522|
|End of Announcement||DGAP News Service|