DGAP-Adhoc: PAION AG TO ISSUE APPROX. 2.8 MILLION SHARES AT EUR 1.80 PER SHARE IN CAPITAL INCREASE WITH SUBSCRIPTION RIGHTS

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| Source: EQS Group AG
PAION AG  / Key word(s): Capital Increase

17.12.2013 23:39

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL.

AD-HOC ANNOUNCEMENT ACCORDING TO §15 WPHG

PAION AG TO ISSUE APPROX. 2.8 MILLION SHARES AT EUR 1.80 PER SHARE IN
CAPITAL INCREASE WITH SUBSCRIPTION RIGHTS

  - PAION AG to issue approx. 2.8 million shares at EUR 1.80 per share in
    capital increase with subscription rights

  - After that the issue of up to approx. 2.5 million shares under a
    private placement with the exclusion of subscription rights of
    shareholders is planned

Aachen (Germany), 17 December 2013 - PAION AG (ISIN DE000A0B65S3; Frankfurt
Stock Exchange General Standard: PA8) has today decided with the approval
of the Supervisory Board of the same day, to increase the Company's
registered share capital from EUR 25,379,906.00 by EUR 2,777,777.00 to EUR
28,157,683.00 by issuing 2,777,777 new, registered, no-par value shares
with a notional value of EUR 1.00 (the 'New Shares') each with full
dividend entitlement as of the fiscal year beginning January 1, 2013.

The Close Brothers Bank AG, Frankfurt commits to offer the New Shares for
sale to the existing shareholders of the Company at a subscription ratio of
19:2 (indirect subscription right). That is 19 old shares entitle the
shareholder to subscribe for two new shares. The subscription price is EUR
1.80 per share. Shareholders may subscribe to the new shares during the
subscription period in the rights offering, which is expected to begin on
23 December 2013 at 00:00 midnight CET and end on 9 January 2014 at 24:00
midnight CET. The subscription rights to the New Shares (ISIN DE000A0H5ZX5
/ WKN A0H 5ZX) are expected to be traded during the period from 23 December
2013 up to and including 7 January 2014 on the regulated market (XETRA
Frankfurt Specialist) under the ticker symbol PA8B on the Frankfurt Stock
Exchange.

A U.S. institutional investor has agreed with the Company and Close
Brothers Bank AG - subject to certain conditions - the obligation to
purchase all New Shares that are not subscribed by existing shareholders or
other investors in the rights offering at the subscription price.

For further details on the capital increase with subscription rights,
please see the subscription offer provisionally planned to be published in
the electronic Federal Gazette on 20 December 2013 and on the website of
PAION AG (www.paion.com).

Furthermore, the Company plans to issue up to 2,536,077 additional shares
in a private placement under exclusion of subscription rights of the
shareholders at the beginning of February 2014. In the private placement
the U.S. institutional investor commits to PAION AG to purchase at least
120% of the amount which he has invested in the acquisition of shares in
connection with the rights offering. In addition the U.S. institutional
investor has the option to subscribe for new shares up to a total amount of
EUR 6.0 million in this private placement. The issue price for the private
placement is expected to be at a discount of 5 % of the volume-weighted
average price (VWAP) for PAION shares in XETRA trading on the Frankfurt
Stock Exchange, during a market standard trading period and prior to the
company decision for the private placement.

PAION will receive gross proceeds of EUR 4.99 million for the capital
increase with subscription rights. The amount of the proceeds from the
private placement will depend on the size of the subscription by the U.S.
institutional investor.

The capital increase will increase PAION's financial freedom to operate.
The proceeds of the transaction will be used mainly for the preparation of
the Remimazolam Phase III development program. Specifically it is intended
to use the funds to produce the trial medication and validate the
production at market scale.

In this transaction, Close Brothers Seydler Bank AG (Germany) acts as the
execution agent. Blättchen Financial Advisory GmbH will act as the
financial advisor to PAION on the transaction.

###

About PAION
PAION AG is a publicly-listed biotech company headquartered in Aachen,
Germany with a second site in Cambridge, UK. The company has a track record
in developing hospital-based treatments for which there is substantial
unmet medical need. PAION AG is transforming its business model from a pure
development company to a specialty pharmaceutical company with a focus on
anaesthesia products to take advantage of the unique profile of its main
compound, Remimazolam.

Contact
Ralf Penner
Director Investor Relations / Public Relations
PAION AG
Martinstrasse 10-12
52062 Aachen - Germany
Phone: +49 241 4453-152
E-mail: r.penner@paion.com
www.paion.com 

Disclaimer:

This release contains certain forward-looking statements concerning the
future business of PAION AG. These forward-looking statements contained
herein are based on the current expectations, estimates and projections of
PAION AG's management as of the date of this release. They are subject to a
number of assumptions and involve known and unknown risks, uncertainties
and other factors. Should actual conditions differ from the Company's
assumptions, actual results and actions may differ materially from any
future results and developments expressed or implied by such
forward-looking statements. Considering the risks, uncertainties and other
factors involved, recipients should not rely unreasonably upon these
forward-looking statements. PAION AG has no obligation to periodically
update any such forward-looking statements to reflect future events or
developments.

This release does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of PAION AG in the United
States or any other jurisdiction. Neither this announcement nor anything
contained herein shall form the basis of, or be relied upon in connection
with, any offer or commitment whatsoever in any jurisdiction. The
securities of PAION AG may not be offered or sold in the United States
absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the 'Securities Act'). The securities
of PAION AG have not been, and will not be, registered under the Securities
Act.


17.12.2013 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:      PAION AG
              Martinstr. 10-12
              52062 Aachen
              Germany
Phone:        +49 (0)241-4453-0
Fax:          +49 (0)241-4453-100
E-mail:       info@paion.com
Internet:     www.paion.com
ISIN:         DE000A0B65S3
WKN:          A0B65S
Listed:       Regulierter Markt in Frankfurt (General Standard);
              Freiverkehr in Berlin, Düsseldorf, Hamburg, München,
              Stuttgart
 
End of Announcement                             DGAP News-Service
 
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