4SC AG / Key word(s): Corporate Action/Miscellaneous
12.02.2014 18:11
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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Continued funding of 4SC AG: Investor undertakes to subscribe to
convertible notes for up to EUR 15 million nominally
Planegg-Martinsried, 12 February 2014 - 4SC AG (Frankfurt, Prime Standard:
VSC) today announced that it has entered into an agreement with YA Global
Master SPV Ltd. ('Yorkville') in which Yorkville undertakes to subscribe to
convertible notes in the amount of up to EUR 15 million. Under the terms of
the agreement, Yorkville is obligated until 31 December 2016 to purchase
convertible notes in a total nominal amount of EUR 15 million at an issue
price corresponding to 95% of the nominal amount. 4SC AG may issue the
convertible notes in tranches of EUR 500,000.00 each at its discretion.
Each tranche comprises 500 notes carrying equal rights, each with a nominal
value of EUR 1,000, which may be transferred without the Company's
approval. The convertible notes will only be issued and may only be traded
in lots with a total nominal value of at least EUR 125,000.
The convertible notes carry no interest, have a term of up to nine months
and may be converted into shares of 4SC by the holder at any time. The
conversion price equals the volume weighted average trading price of 4SC
shares during a five-day period prior to the time of conversion, less a 5%
discount, but it cannot be lower than 80% of the closing price of 4SC
shares during the five-day period prior to the Management Board's
resolution to issue the convertible notes.
To the extent permitted by the authorisation of 4SC's General Meeting, the
convertible notes will be issued without pre-emptive rights of the existing
shareholders. 4SC AG is currently authorised to issue convertible notes
that may be converted into up to 5,037,181 shares excluding pre-emptive
rights. Additional convertible notes resulting in the issuance of up to an
additional 2,462,819 shares may be issued with pre-emptive rights of
existing shareholders. Utilising the full nominal amount of EUR 15 million
might require additional authorisation by 4SC's general meeting.
4SC expects the proceeds from the issuance of these convertible notes to
provide key support for ensuring the Company's funding in the short and
medium term. In addition, 4SC will use the funds to push ahead with
preparations for conducting the planned late-stage clinical development of
its cancer compound resminostat in the liver cancer indication.
Ad hoc ends
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Information and Explaination of the Issuer to this News:
Enno Spillner, CEO of 4SC AG, commented: 'This positive agreement with
Yorkville gives us a flexible financing option that will help us strengthen
the Company's financial position during the preparations for conducting the
planned late-stage clinical development of our cancer compound resminostat
in the liver cancer indication. We are delighted about the confidence shown
in us and are looking forward to collaborating successfully with our
partner Yorkville. In addition to signing this agreement with Yorkville, we
will review other financial and strategic options to enable us to implement
our planned clinical trial programme with resminostat.'
Saad Gilani, Head of the Healthcare Group at Yorkville, commented: 'We are
pleased to invest in 4SC and work together with its well-versed management
team in order to support 4SC in its preparations for the ongoing
development of its main product for the treatment of liver cancer and thus
further develop 4SC's assets.'
About 4SC
The Group managed by 4SC AG (ISIN DE0005753818) discovers and develops
targeted, small-molecule drugs for treating diseases with high unmet
medical needs in various cancer and autoimmune 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 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 and biotech companies. Founded in 1997, 4SC had a
headcount of 78 employees (57 FTEs) at 30 September 2013. 4SC AG has been
listed on the Prime Standard of the Frankfurt Stock Exchange since December
2005.
Cautionary statement regarding forward-looking statements
This press release contains certain forward-looking statements. Any
forward-looking statement applies only on the date of this press release.
By their nature, forward-looking statements are subject to a number of
known and unknown risks and uncertainties that may or may not occur in the
future and as a result of which the actual results and performance may
differ substantially from the expected future results or performance
expressed or implied in the forward looking statements. No warranties or
representations are made as to the accuracy, achievement or reasonableness
of such statements, estimates or projections, and 4SC AG has no obligation
to update any such information or to correct any inaccuracies herein or
omission herefrom which may become apparent.
For more information please visit www.4sc.com or contact:
4SC AG
Jochen Orlowski, Corporate Communications & Investor Relations
jochen.orlowski(at)4sc.com, Tel.: +49-89-7007-6366
MC Services
Raimund Gabriel
raimund.gabriel(at)mc-services.eu, Tel.: +49-89-2102-2830
The Trout Group
Chad Rubin
crubin(at)troutgroup.com, Tel.: +1-646-378-2947
12.02.2014 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: Continued funding of 4SC AG - Investor undertakes to subscribe to convertible notes for up to EUR 15 million nominally
| Source: EQS Group AG