Epigenomics AG

  • WKN: A3H218
  • ISIN: DE000A3H2184
  • Land: Deutschland

Nachricht vom 23.08.2021 | 15:58

Epigenomics AG: Release according to Article 111c of the AktG [the German Stock Corporation Act] with the objective of Europe-wide distribution

Epigenomics AG / Release of an announcement according to Article 111c of the AktG [the German Stock Corporation Act]
23.08.2021 / 15:58
Dissemination of a Related Party Transactions announcement transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Disclosure of material transactions with related parties in accordance with Section 111c German Stock Corporation Act (AktG)

Berlin, 23 August 2021 - As announced via the publication of an inside information pursuant to Art. 17 Market Abuse Regulation (MAR) on June 11, 2021 ("ad hoc announcement"), Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the "Company") has entered into an agreement with its shareholder Deutsche Balaton Aktiengesellschaft ("Balaton") on June 11, 2021, under which Balaton is obligated to underwrite a mandatory convertible bond to be issued by the Company in an aggregate principal amount of up to EUR 18,150,000.00 by exercising its subscription rights and by acquiring notes which have not been subscribed by the shareholders in the subscription offer ("back-stop agreement"). For further information on the mandatory convertible bond and the back-stop agreement, please refer to the ad hoc announcement.

In order to provide the shareholders of the Company with a complete picture, the Company informs in addition to the ad hoc announcement that Balaton is indirectly controlled by Mr. Wilhelm K. T. Zours according to the voting rights announcement published on May 27, 2021. According to the same voting rights announcement, Mr. Wilhelm K. T. Zours indirectly controls 23.02% of the Company's voting rights via Balaton and other companies directly and indirectly controlled by him. On this basis, the Company assumes as a precautionary measure that Mr. Wilhelm K. T. Zours, and thus also Balaton, are related parties of the Company pursuant to Section 111a (1) sentence 2 AktG.

In this context, the Company announced that it is obligated under the Backstop Agreement to offer the Bonds not subscribed by the other shareholders to Balaton for purchase. As consideration for its obligations to exercise its subscription right and to acquire the partial bonds not subscribed by the other shareholders, a claim for a commission in the amount of 3.5% of the maximum total subscription price of EUR 18,150,000.00, i.e. in the amount of EUR 635,250.00, was additionally agreed for Balaton. The Company is entitled to terminate the backstop agreement with Balaton or, under certain conditions, to reduce the commission payable to Balaton if a third party offers to enter into the obligation to purchase the bonds not subscribed by the remaining shareholders at a lower commission.

In the opinion of the Management Board, the terms of the backstop agreement were appropriate. The Supervisory Board approved the conclusion of the backstop agreement on 11 June 2021.

The Company and Balaton have entered into an amendment agreement to the Backstop Agreement ("amendment agreement") on 20 August 2021, as announced by way of publication of an insider information pursuant to Article 17 MAR dated 20 August 2021 ("second ad-hoc announcement"). As a precautionary measure, the Company assumes that the amendment agreement constitutes a transaction pursuant to section 111c (1) sentence 1 AktG.

In the amendment agreement, it was agreed to reduce the total subscription price and, accordingly, the amount for which Balaton is obligated to take over the mandatory convertible bond still to be issued by the Company by exercising its subscription right and by acquiring partial bonds that were not subscribed by the shareholders in the subscription offer, from EUR 18,150,000.00 to EUR 16,500,000.00. In return, the Company and Balaton have agreed to reduce Balaton's commission accordingly. Accordingly, Balaton has undertaken to repay the commission to the Company in the partial amount of EUR 57,750.00. In addition, Balaton has undertaken, under certain conditions, to invest the difference between the original total subscription price of EUR 18,150,000.00 and the new total subscription price of the mandatory convertible bond, i.e. EUR 1,650,000.00, in future issues of shares, convertible bonds and/or bonds with warrants and/or participation rights of the Company.

In the opinion of the Management Board, the terms of the amendment agreement and the backstop agreement, taking into account the amendments provided for in the amendment agreement, are to be assessed as appropriate. The Supervisory Board approved the conclusion of the amendment agreement on 20 August 2021.



23.08.2021 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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