WILEX AG plans rights issue using authorised capital
Ad-hoc release pursuant to § 15 Wertpapierhandelsgesetz
(German Securities Trading Act)
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Munich, Germany, 4 April 2016 – The Executive Management Board of WILEX AG (ISIN DE000A11QVV0 / WKN A11QVV / WL6 and ISIN DE000A169P97 / WKN A169P9 / WL6J) today resolved, with the approval of the Supervisory Board, to increase the Company’s share capital using authorised capital from EUR 10,679,292.00 by up to EUR 2,248,272.00 to up to EUR 12,927,564.00 by issuing up to 2,248,272 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 2015 in return for cash contributions. With this rights issue, the Company takes the next step of its financing strategy announced on 23 November 2015.
The new shares will be offered to shareholders at a 19:4 ratio by means of an indirect subscription right by ODDO SEYDLER BANK AG, 60313 Frankfurt am Main. Hence, shareholders will be entitled to subscribe for 4 new shares for each 19 existing shares held.
The subscription period will begin on 8 April 2016 and will end on 22 April 2016 at 04.00 pm (CEST). The subscription price is fixed at EUR 1.84. 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.
New shares not subscribed as part of the offer to exercise subscription and additional subscription rights are offered for subscription to the main shareholder dievini Hopp BioTech holding GmbH & Co. KG domiciled in Walldorf by way of a private placement at the same price of EUR 1.84. dievini has agreed to exercise its subscription rights and take over shares as part of an additional subscription, if applicable.
WILEX AG plans to use the expected gross proceeds from the rights issue of EUR 4.13 million to finance the further development of the platform technology for Antibody-Targeted Amanitin Conjugates (ATAC), to build an own ATAC product pipeline against cancer diseases and to expand the customer-specific research business.
The new shares (ISIN DE000A169P97 / WKN A169P9 / WL6J) 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 29 April 2016.
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 7 April 2016 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 discontinued all clinical development activities at its Munich site and now exercises a holding function as the Group parent. Research and development focus on the operations of its subsidiary Heidelberg Pharma GmbH in Ladenburg, which primarily advances the development of the innovative ADC platform technology for Antibody-Targeted Amanitin Conjugates (ATAC technology) and provides preclinical drug research and development services. WILEX has the diagnostic and therapeutic drug candidates REDECTANE® and RENCAREX®, which are available for out-licensing and further development in Phase III for external partners. WILEX is listed at the Frankfurt Stock Exchange: ISIN DE000A11QVV0 / WKN A11QVV / Symbol WL6. More information is available at http://www.wilex.com/.
Tel.: +49 (0)89-41 31 38-29
Grillparzerstr. 18, 81675 Munich
MC Services AG
Katja Arnold (CIRO)
Executive Director & Partner
Tel.: +49-89-210 228-40
Mobile: +49 160 9360 3022
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.