PAION AG  / Key word(s): Capital Increase

04.07.2014 17:22

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.

---------------------------------------------------------------------------

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

AD-HOC ANNOUNCEMENT ACCORDING TO §15 WPHG

PAION AG WILL SUCCESSFULLY PLACE CAPITAL INCREASE

  - Subscription period ends today; provisional subscription rate of 97.65%


  - New shares that have not been subscribed for will be placed on 7 July
    2014 via an accelerated bookbuilt offering to institutional investors

  - Binding orders already exist in more than sufficient amount 

Aachen (Germany), 04 July 2014 - The specialty pharma company PAION AG
(ISIN DE000A0B65S3; Frankfurt Stock Exchange Prime Standard: PA8) announced
today that according to the current results approximately 18,070,819 new
shares have been subscribed for, which corresponds with a preliminary
subscription rate of 97.65%. The subscription period of the capital
increase ends today.

All new shares that are not subscribed for yet, will be placed on Monday, 7
July 2014 with institutional investors by way of an accelerated bookbuilt
offering.

Based on more than sufficient binding orders for the accelerated bookbuilt
offering, the complete placement of the capital increase of 18,505,305
shares has already been secured and the capital measure can be successfully
completed.

PAION will receive gross proceeds of at least EUR 46 million. 

New Shares subscribed for in the Subscription Offer are expected to be
booked to the securities accounts from 11 July 2014.


---------------------------------------------------------------------------

Information and Explaination of the Issuer to this News:

More information on the capital increase of PAION
It is planned to increase the Company's registered share capital pursuant
to the Annual General Meeting resolution dated 21 May 2014 from EUR
30,842,178.00 by up to EUR 18,505,305.00 to up to EUR 49,347,483.00 through
the issue of up to 18,505,305 new no par value bearer shares, each with a
notional value of the Company's share capital of EUR 1.00 per share. The
new shares will be issued at a minimum share price (Ausgabebetrag) of EUR
1.00 per share. The new shares carry full dividend rights from January 1,
2014.

New Shares have been offered at a subscription ratio of 5:3. The
subscription price was EUR 2.50 per share. Shareholders could subscribe to
the new shares during the subscription period in the rights offering,
beginning on 20 June 2014 at 00:00 midnight CEST and end on 04 July 2014 at
24:00 midnight CEST.

The net proceeds from the offering shall be used primarily for the further
development of Remimazolam in the US and the EU. For the completion of the
Phase III programs PAION currently anticipates, subject to further
consultations with the regulatory authorities, costs in the amount of
approximately EUR 20-25 million for the US and approximately EUR 15-20
million for the EU. Remaining proceeds from the capital increase in the
amount of approximately EUR 5-10 million could be invested in premarketing
activities.

In this transaction, Close Brothers Seydler Bank AG (Germany) acts as the
Sole Global Coordinator and Bookrunner Blättchen Financial Advisory GmbH
acts as advisor to PAION on the transaction.

For more information: http://capital.paion.com

###

About PAION
PAION AG is a publicly-listed Specialty Pharma 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, Germany 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 offer is made exclusively by and on the basis of the securities
prospectus that was published following approval by the German Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
This prospectus is published on PAION AG's website and free-of-charge
copies are, inter alia, available at the premises of PAION AG
(Martinstrasse 10-12, 52062 Aachen, tel.: +49 241 4453-0). 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.

In the United Kingdom, this document is only being distributed to and is
only directed at persons who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together
being referred to as 'Relevant Persons'). This document is directed only at
Relevant Persons and must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.

04.07.2014 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

---------------------------------------------------------------------------
 
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 (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Hamburg, München, Stuttgart
 
End of Announcement                             DGAP News-Service
 
---------------------------------------------------------------------------