WILEX AG plans rights issue using authorised capital supported by main shareholder dievini
Ad-hoc release pursuant to § 15 Wertpapierhandelsgesetz
(German Securities Trading Act)
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Munich, Germany, 18 March 2015 – The Executive Management Board of WILEX AG (ISIN DE000A11QVV0 / WL6 / FSE) today resolved, with the approval of the Supervisory Board, to increase the Company’s share capital using authorised capital from EUR 7,818,876.00 by up to EUR 1,486,732.00 to up to EUR 9,305,608.00 by issuing up to 1,486,732 new no-par value shares with a pro-rata interest in capital of EUR 1.00 each and full entitlement to dividends effective 1 December 2014 in return for cash contributions.
The new shares will be offered to shareholders at a 21:4 ratio by means of an indirect subscription right by Baader Bank AG, Unterschleissheim. Hence, shareholders will be entitled to subscribe for 4 new shares for each 21 existing shares held. One of the existing shareholders has undertaken to waive its subscription rights with respect to 13,533 shares in order to ensure an even subscription ratio.
The subscription period will begin on 20 March 2015 and will end on 07 April 2015 at 03.00 pm. The subscription price is fixed at EUR 2.80. There will be no organised trading in subscription rights.
Any new shares not subscribed for as a result of the offer may be purchased by shareholders only – also at the subscription price – as part of an additional subscription for shares. Binding offers for such additional subscriptions must be submitted within the subscription period.
The main shareholder dievini Hopp BioTech holding GmbH & Co. KG, Walldorf, Germany, has agreed to exercise its subscription rights and take over shares as part of an additional subscription, if applicable. In total, dievini is committed to provide the company with up to EUR 5 million.
WILEX AG plans to use the expected gross proceeds from the rights issue of EUR 4.16 million to finance the further development of the ADC-technology in particular the GMP transfer of the drug production as well as to enhance its equity.
The new shares are to be admitted to trading in the regulated market on the Frankfurt stock exchange (Prime Standard) without the publication of an offering prospectus. The new WILEX shares are due to be included in the existing listing on the Frankfurt stock exchange on 13 April 2015.
For further details on the rights issue, please see the subscription offer provisionally planned to be published in the Federal Gazette (www.bundesanzeiger.de) on 19 March 2015 and on the website of WILEX AG (www.wilex.com).
This ad hoc release does not constitute either an offer to sell or an invitation to buy securities. In particular, this document does not constitute an offer to sell securities or a solicitation of an offer to buy securities in the United States of America. The shares of WILEX AG (the “Shares”) may not be offered or sold in the United States of America or to or for the account or benefit of “U.S. persons” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), unless they have been registered or are exempt from registration under the Securities Act. The Shares have not been and will not be registered under the Securities Act. There will be no public offer of Shares in the United States of America.
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WILEX AG is a biopharmaceutical company which has a ready for partnering portfolio of antibody-based diagnostic and therapeutic Phase III product candidates for the detection and targeted treatment of clear cell renal cell carcinoma. Research and development now focus on the operations of its subsidiary Heidelberg Pharma GmbH in Ladenburg, which primarily advances the development of the innovative platform technology for antibody drug conjugates (ADC technology) and offers preclinical services. WILEX is listed at the Frankfurt Stock Exchange: ISIN DE000A11QVV0 / Symbol WL6. More information is available at www.wilex.com.
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Katja Arnold (CIRO)
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This communication contains certain forward-looking statements relating to the Company’s business, which can be identified by the use of forward-looking terminology such as “estimates”, “believes”, “expects”, “may”, “will”, “should”, “future”, “potential” or similar expressions or by a general discussion of the Company’s strategy, plans or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results of operations, financial position, earnings, achievements, or industry results, to be materially different from any future results, earnings or achievements expressed or implied by such forward-looking statements. Given these uncertainties, prospective investors and partners are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such forward-looking statements to reflect future events or developments.