4SC AG / Key word(s): Capital Increase/Miscellaneous
13.06.2012 08:28
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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4SC AG resolves on capital increase
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS
Planegg-Martinsried, 13 June 2012 - The Management Board of
biopharmaceutical company 4SC AG (Frankfurt, Prime Standard: VSC), which
researches and develops targeted drugs for autoimmune diseases and cancer,
today passed a resolution with the approval of the Supervisory Board to
carry out a cash capital increase out of authorised capital with
subscription rights. Authorised share capital of up to EUR 20,984,152
(which is equivalent to 50% of the existing share capital of EUR
41,968,304) is available for the capital increase. This can be utilised to
issue up to 20,984,152 new no-par value bearer shares, each representing a
pro rata amount of the share capital of EUR 1.00. With the number of new
shares yet to be determined, the new shares are to be offered for
subscription to existing shareholders by way of an indirect subscription
right. Arrangements for the trade of subscription rights will not be made.
The company intends to raise proceeds of between EUR 10 million and EUR 15
million from the capital increase. In the run up to the capital increase, a
major shareholder has already expressed its intention to participate in the
capital increase with an amount of up to EUR 5 million.
In order to, inter alia, further increase the number of 4SC AG shares held
in free float, thus making the shares generally more attractive to
investors, up to EUR 4 million in new shares is to be offered for sale, by
way of a private placement prior to the commencement of the subscription
period (pre-placement), to institutional investors in selected countries.
To this end, an existing major shareholder has made up to EUR 4 million in
existing Frankfurt Stock Exchange-listed shares from its portfolio
available for supply in the pre-placement by way of securities lending. In
the share loan the major shareholder has to some extent waived its
subscription rights. The pre-placement will be carried out immediately via
an accelerated bookbuilding procedure today. Delivery of the shares placed
on the market as part of the pre-placement is expected to take place on 19
June 2012.
The number of new shares to be offered and thus the subscription ratio as
well as the subscription price for the new shares are expected to be
determined today after completion of the accelerated bookbuilding procedure
for the pre-placement, with an announcement then being made in this regard.
The subscription offer, which is expected to be published in the German
Federal Gazette (Bundesanzeiger) on 14 June 2012, will contain further
details on the capital increase. After the subscription period has expired,
any shares that have not been subscribed are to be offered to institutional
investors. There will not be a public offer for sale of the new shares,
which means that a prospectus will not be published in relation to the
issue of the new shares.
The new shares are expected to be admitted for trade on the Frankfurt Stock
Exchange in the third quarter of 2012 on the basis of a listing prospectus.
However, shareholders who have exercised their subscription rights for new
shares and institutional investors who have purchased new shares as a
result of the placement after the subscription period has expired, will
receive delivery of existing 4SC AG shares already admitted for trade on
the Frankfurt Stock Exchange (ISIN DE000573818) instead of new shares,
subject to registration of the capital increase in the commercial register
(Handelsregister). The existing shares required for this are being made
available by an existing major shareholder by way of a further securities
lending, in order to allow the shares to be immediately tradable by these
shareholders or investors.
The proceeds from the capital increase shall primarily ensure the
successful advancement of the company's existing clinical and preclinical
development programmes. This includes preparing for - preferably together
with pharma partners - a registration trial for the cancer drug resminostat
for the treatment of advanced liver cancer (HCC) and a clinical Phase IIb
trial with the compound vidofludimus for the treatment of inflammatory
bowel disease (IBD), speeding up and completing an ongoing Phase I/II trial
with resminostat for the treatment of colorectal cancer, and completing
Phase I studies with other 4SC anti-cancer agents.
Kempen & Co N.V. is acting as sole global co-ordinator and sole global
bookrunner in the transaction.
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Information and Explaination of the Issuer to this News:
Legal Note
This announcement does not constitute an offer to sell, or the solicitation
of an offer to buy or subscribe for, securities to any person in Germany,
the European Union, Australia, Canada, Japan, or the United States or in
any jurisdiction in which such offer or solicitation is unlawful. The
shares of the company have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not
be offered, sold, delivered or otherwise transferred in or into the United
States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. The offer
and the sale of the shares of the company have not been, and will not be,
registered under the applicable securities laws of Australia, Canada or
Japan. Subject to certain exceptions, the shares 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. There will be
no public offer of the shares in Germany, elsewhere in the European Union
or in the United States.
This announcement is directed at and/or for distribution in the United
Kingdom only to (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') or (ii) high net worth entities falling within article 49(2)(a) to
(d) of the Order (all such persons are referred to herein as 'relevant
persons'). This announcement is directed only at relevant persons. Any
person who is not a relevant person should not act or rely on this
announcement or any of its contents. Any investment or investment activity
to which this announcement relates is available only to relevant persons
and will be engaged in only with relevant persons.
This announcement may contain projections or estimates relating to plans
and objectives relating to our future operations, products, or services;
future financial results; or assumptions underlying or relating to any such
statements; each of which constitutes a forward-looking statement subject
to risks and uncertainties, many of which are beyond our control. Actual
results could differ materially, depending on a number of factors.
About 4SC
The Group managed by 4SC AG (ISIN DE0005753818) discovers and develops
targeted, small-molecule drugs for treating diseases with a high unmet
medical need in various autoimmune and cancer indications. These drugs are
intended to provide innovative treatment options that are more tolerable
and efficacious than existing therapies, and provide a better quality of
life. The Company's balanced pipeline comprises promising products that are
in various stages of clinical development. 4SC's aim is to generate future
growth and enhance its enterprise value by entering into partnerships with
leading pharmaceutical companies. Founded in 1997, 4SC had 96 employees at
the end of 2011. 4SC AG has been listed on the Prime Standard of the
Frankfurt Stock Exchange since December 2005.
For more information please visit www.4sc.com or contact:
4SC AG
Jochen Orlowski, Investor Relations & Public Relations
jochen.orlowski(at)4sc.com, Tel.: +49 (0)89 70 07 63 66
MC Services
Raimund Gabriel
raimund.gabriel(at)mc-services.eu , Tel.: +49 (0)89 21 02 28 30
13.06.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: 4SC AG
Am Klopferspitz 19a
82152 Martinsried
Germany
Phone: +49 (0)89 7007 63-0
Fax: +49 (0)89 7007 63-29
E-mail: public@4sc.com
Internet: www.4sc.de
ISIN: DE0005753818
WKN: 575381
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, München, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: Ad hoc release: 4SC AG resolves on capital increase
| Source: EQS Group AG