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4SC AG — Capital/Financing Update 2012
Jun 29, 2012
5_rns_2012-06-29_1e748c18-5897-4594-b58d-d4bdc31a074a.html
Capital/Financing Update
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Ad-hoc | 29 June 2012 17:22
4SC AG: Volume of capital increase determined at 8,403,510 new shares, gross proceeds of EUR 12,605,265.00 expected
4SC AG / Key word(s): Capital Increase/Miscellaneous
29.06.2012 17:22
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.
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
Ad hoc announcement pursuant to sec. 15 German Securities Trading Act
(WpHG)
4SC AG: Volume of the capital increase has been determined at 8,403,510 new
shares, gross proceeds of EUR 12,605,265.00 expected
Planegg-Martinsried, 29 June 2012 - In connection with the capital increase
from authorised capital with subscription rights of biopharmaceuticals
company 4SC AG (Frankfurt, Prime Standard: VSC), the company's management
board with the approval of the supervisory board today set the volume and
number of new shares.
As part of the transaction, a total of 8,403,510 new no-par value bearer
shares with a subscription price in the amount of EUR 1.50 per share were
placed with existing shareholders who exercised their subscription rights
and with institutional investors. The company thereby realized gross
proceeds in the amount of EUR 12,605,265.00 - subject to registration of
the capital increase in the commercial register.
Thus, through the capital increase, the company's current share capital of
EUR 41,968,304.00 increases by way of a partial utilisation of the
authorised capital by EUR 8,403,510.00 to an amount of EUR 50,371,814.00.
In total 5,492,510 new shares were placed under the subscription offer with
existing shareholders and after expiration of the subscription period in a
rump placement with institutional investors in selected countries for a
price of EUR 1.50 per share - the latter regarding shares not subscribed
under the subscription offer. Prior to the commencement of the subscription
offer, Kempen & Co N.V., acting as sole global co-ordinator in the
transaction, placed a total of 2,911,000 new shares with institutional
investors in selected countries, by way of a pre-placement at a price of
EUR 1.50 per share.
A public offering of the new shares was not made.
The capital increase is envisaged to be registered in the commercial
register on 2 July 2012.
Information and Explaination of the Issuer to this News:
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.
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 AG
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
29.06.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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: [email protected]
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