DGAP-News: 4SC AG / Key word(s): Capital Increase/Miscellaneous
Capital increase 4SC AG: subscription offer period ended, rump
placement started
29.06.2012 / 10:32
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TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS
Press release
4SC AG capital increase: subscription offer period ended, rump placement
started
Planegg-Martinsried, 29 June 2012 - Biopharmaceuticals company 4SC AG
(Frankfurt, Prime Standard: VSC) has announced that yesterday the
subscription period in connection with the company's cash capital increase
from authorized capital with subscription rights at a subscription price of
EUR 1.50 ended. Prior to the commencement of the subscription offer Kempen
& Co N.V., acting as sole global co-ordinator in the transaction,
successfully placed 2,911,000 shares with institutional investors in
selected countries, by way of a pre-placement, at a price of EUR 1.50 per
share.
As a result of the shares placed in the pre-placement and the subscription
offer, gross proceeds amounting to EUR 10,779,766.50 have already been
secured - subject to registration of the capital increase in the commercial
register.
Shares not subscribed under the subscription offer will today be offered to
institutional investors in selected countries by way of a rump placement.
The rump placement will start with immediate effect and books will close
today.
After closing of the books, the final results of the capital increase will
be published. The company intends to raise proceeds of between EUR 10
million and EUR 15 million in total from the capital increase. A public
offering of the new shares is not made.
Additional information about the share capital increase of 4SC AG
Under the capital increase, the company's current share capital of EUR
41,968,304 is set to be increased by way of a partial utilisation of the
authorised capital by up to EUR 10,492,076.00 to an amount of up to EUR
52,460,380.00 through the issue of up to 10,492,076 new no-par value bearer
shares, each representing a pro rata amount of the share capital of EUR
1.00 and having full dividend rights starting from 1 January 2012.
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 in the
rump placement 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 were 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. Delivery of shares purchased
by way of exercise of the subscription rights and in the rump placement is
envisaged to take place on 4 July 2012.
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 drug candidate 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
Press release ends
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 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. 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
Jochen Orlowski, Corporate Communications & Investor 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
End of Corporate News
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29.06.2012 Dissemination of a Corporate News, transmitted by DGAP - a
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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 News DGAP News-Service
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175870 29.06.2012
DGAP-News: Capital increase 4SC AG: subscription offer period ended, rump placement started
| Source: EQS Group AG