DGAP-Adhoc: MOLOGEN AG: Rights offering of a convertible bond and proposal for a capital increase with subscription rights

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MOLOGEN AG - Rights offering of a convertible bond and proposal for a capital increase with subscription rights

Berlin, 19 December 2018 - MOLOGEN AG (ISIN DE000A2LQ900, SIN A2L Q90), (the "Company") today decided to (i) offer a new convertible bond 2019/2027 for subscription to the Company's shareholders and (ii) to resolve a capital increase of up to 50% with shareholders' subscription rights on an Extraordinary General Meeting scheduled for 26 February 2019.

Specifically, the Executive Board of the Company today resolved, with the approval of the Supervisory Board, to launch a convertible bond issue with an aggregate face value of up to EUR3,210,400.00, divided into up to 321,040 partial bonds of EUR10.00 each with a maturity of 20 January 2027 ("convertible bond 2019/2027"), through partial utilization of the authorization granted at the Annual General Meeting of the Company on 8 June 2018. The convertible bond 2019/2027 features a fixed annual interest of 6.00% as well as the right of convertible bond holders to convert the convertible bond 2019/2027 into a maximum of 1,301,175 shares of the Company in total at a conversion price of EUR2.467.

The convertible bond 2019/2027 will be taken up by an issuing bank with the obligation to offer it to shareholders of the Company for subscription in a 28.88:1 ratio (each 28.88 shares entitle to subscribe to one partial bond) at an offer price of EUR10.00 per partial bond within the subscription period. Shareholders may exercise their subscription rights during the subscription period, which is expected to last from 2 January 2019 up to (and including) 16 January 2019. Further details will be provided in the rights offering, which is scheduled for publication in the Federal Gazette on 21 December 2018. From that date onwards, it will also be made available on the Company's website (www.mologen.com). MOLOGEN intends to use the proceeds from the issuance of the convertible bond for the ongoing pivotal phase III approval study.

Pursuant to legal regulations, the Company will not prepare and publish a prospectus pertaining to the public offering of the convertible bond 2019/2027. Furthermore, the Company does not intend to arrange the convertible bond 2019/2027 for inclusion in stock exchange trading.

In addition, the Executive Board and Supervisory Board of the Company today resolved (i) to convene the Extraordinary General Meeting on 26 February 2019, as announced in the ad hoc notification of 21 November 2018, and (ii) to propose a cash capital increase of up to EUR4,635,816.00 to up to EUR13,907,448.00 (corresponding to an increase of up to 50%) at a subscription price yet to be determined with subscription rights for the shareholders at a subscription ratio of 2:1 (two old shares entitle to subscribe for one new share). According to the proposed resolution, the subscription price shall be determined defined within a range consisting of (i) the weighted average price of the Company's shares in the electronic trading system XETRA of the Frankfurt Stock Exchange in the period of the ten trading days immediately prior to the determination of the subscription price and (ii) the last available share price in the XETRA trading system prior to the determination of the subscription price, in each case less a discount of up to 30%. The convening of the extraordinary General Meeting including the agenda items and the resolution proposals is expected to be published in the Federal Gazette and on the Company's website on 21 December, 2018.

Important note:
This announcement is not an offer of securities for sale in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offering of the securities in the United States of America. Subject to certain exceptions, 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.

- End of the ad hoc notification -

Contact
Claudia Nickolaus
Head of Investor Relations & Corporate Communications
Tel: +49 - 30 - 84 17 88 - 38
Fax: +49 - 30 - 84 17 88 - 50
investor@mologen.com
Disclaimer
Certain statements in this communication contain formulations or terms referring to the future or future developments, as well as negations of such formulations or terms, or similar terminology. These are described as forward-looking statements. In addition, all information in this communication regarding planned or future results of business segments, financial indicators, developments of the financial situation or other financial or statistical data contains such forward-looking statements. The company cautions prospective investors not to rely on such forward-looking statements as certain prognoses of actual future events and developments. The company is neither responsible nor liable for these forward-looking looking statements. It is not responsible for updating such information, which only represents the state of affairs on the day of publication.