4SC AG

Share Issue/Capital Change • Jun 22, 2015

News Details

Ad-hoc | 22 June 2015 13:40

4SC AG plans to issue new shares to finance the further development of its epigenetic lead anti-cancer compound resminostat

4SC AG / Key word(s): Capital Increase/Financing

22.06.2015 13:40

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The issuer is solely responsible for the content of this announcement.

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NOT FOR DISTRIBUTION, PUBLICATION, OR TRANSMISSION IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.

4SC AG plans to issue new shares to finance the further development of its
epigenetic lead anti-cancer compound resminostat

• Cash capital increase by way of a rights offering of up to 8.2 million
  new shares and targeted gross proceeds of EUR 24-29 million

• Clinical Phase II trial of resminostat in the indication of CTCL
  planned with goal of achieving market approval in Europe

• Major shareholder Santo Holding supports the resminostat strategy and
  considers significant participation in the rights offering

• Capital increase against contributions in kind by way of an issue of up
  to approx. 2.0 million new shares to swap a substantial portion of a
  shareholder loan from Santo Holding into equity

Planegg-Martinsried, Germany, 22 June 2015 - The Management Board of 4SC AG
(Frankfurt, Prime Standard: ISIN DE000A14KL72, VSC) today resolved with the
approval of the Supervisory Board to conduct a financing measure in order
to further develop its existing innovative research and development
programmes. To this end, the Company is planning a cash capital increase by
way of a rights offering for existing shareholders. A total of up to
approx. 8.2 million new shares will be offered for subscription. Any new
shares not subscribed for will be offered for sale to selected
institutional investors in Europe and internationally in private
placements. In addition, the Management Board and Supervisory Board of 4SC
AG today resolved to issue up to approx. 2.0 million new shares
(Consideration Shares) as part of a capital increase against contributions
in kind in order to swap a substantial portion of an existing loan from
major shareholder Santo Holding (Deutschland) GmbH into equity. Existing
shareholders, including Santo Holding, also consider participating in the
rights offering by a significant degree, with Santo Holding intending to
keep its overall interest in the Company's share capital below 50%.

Capital increase by way of a rights offering and against contributions in
kind:
4SC AG intends to increase its share capital from EUR 10,216,646.00,
composed of 10,216,646 no-par value bearer shares, to up to EUR
20,433,292.00, composed of up to 20,433,292 shares, while partially
utilising authorised capital.

With the rights issue, the share capital of the Company will be increased
by up to EUR 8,173,316.00 in return for cash contributions by up to
8,173,316 new no-par value bearer shares, each with a notional par value of
EUR 1.00. The new shares (Offer Shares) will be offered to the existing
shareholders through indirect pre-emptive rights by Baader Bank AG,
Unterschleißheim (Germany). The subscription ratio is 5:4, which means five
existing shares entitle the holder to subscribe for four new shares. There
shall be no organised trading in subscription rights. The subscription
period is scheduled to begin on 23 June 2015 and end on 6 July 2015 at
midnight (24:00 hrs.) (CEST). The subscription price per new share is
expected to be determined on 3 July 2015, taking into account the
volume-weighted average price (VWAP) of 4SC AG in the XETRA electronic
trading system on the Frankfurt Stock Exchange from the beginning of the
subscription period until close of trading on 2 July 2015, less any
discount yet to be determined. The subscription price will amount to no
more than EUR 5.00. Any new shares not subscribed in the offering will be
offered for sale in private placements to institutional investors in Europe
and internationally after the end of the subscription period. The Company
aims to generate gross proceeds of EUR 24-29 million from the cash capital
increase.

Moreover, 4SC AG plans to issue up to 2,043,330 new shares (Consideration
Shares) as part of a capital increase against contributions in kind. The
Consideration Shares may represent up to 10.00% of the Company's total
share capital issued and outstanding following the full consummation of the
offering and the full issuance of the Consideration Shares. The capital
increase against contributions in kind serves to repay up to EUR 6 million
of an existing loan from major shareholder Santo Holding.

Use of proceeds:
4SC AG intends to use the proceeds from the cash capital increase primarily
for the further clinical development of its epigenetic anti-cancer compound
resminostat in the indication of cutaneous T-cell lymphoma (CTCL). In
particular, the Company plans to finance a clinical Phase II trial in this
haematological cancer indication scheduled to begin in early 2016. If
successful, the trial data could be the basis for an application for
conditional approval on the European market. The Company intends to secure
its overall financing until the results of the CTCL study are expected in
the second half of 2018. Furthermore, the proceeds will serve to further
accelerate preparations for clinical Phase II trials with the anti-cancer
compound 4SC-202, the initiation of partnerships for the further clinical
development of the anti-cancer compound 4SC-205 and negotiations with
potential partners concerning all of the Company's compounds.

Rights offering and securities prospectus:
Additional details concerning the cash capital increase are available in
the rights offering, which is expected to be published in the Federal
Gazette on 22 June 2015 and to be also accessible from the websites of 4SC
AG at www.4sc.de or www.capital.4SC.de from that day forward. The public
offering of shares from the cash capital increase and the admission of the
new shares from both capital increases to trading on the Regulated Market
(Prime Standard segment) of the Frankfurt Stock Exchange are being
conducted based on a securities prospectus submitted to the Federal
Financial Supervisory Authority (BaFin) yet to be approved. Approval is
anticipated on 22 June 2015. From this point forward, the prospectus will
be accessible from the websites of 4SC AG at www.4sc.de or
www.capital.4SC.de.

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Information and Explaination of the Issuer to this News:

Baader Bank AG acts as Global Coordinator and Sole Bookrunner for the
offering.

Enno Spillner, CEO of 4SC AG, commented: 'The aim of this corporate action
is to initiate a potential registration trial in the indication of CTCL.
This is a cancer in which we see a great medical need and also an
attractive potential market. Two drugs from the same class of compounds as
resminostat - histone deacetylase (HDAC) inhibitors - have already been
approved for this indication in the USA, although none has been approved to
date in Europe. We would like to fill this gap in the market. Our most
recent projections indicate that resminostat could achieve peak sales of up
to EUR 140 million per annum as potentially the first approved HDAC
inhibitor within Europe. We are convinced that with this development step -
pending prior successful coordination with the regulatory authorities
regarding the study plan and positive study results - we will be able to
significantly improve our prospects for success in achieving relatively
rapid market approval with a comparatively low level of risks and at
moderate costs, thus generating value for both 4SC and its shareholders.

Enno Spillner continued: 'In the coming years, we also see additional
substantial value enhancement opportunities for our drug programmes. The
two ongoing Phase II trials by our long-time Japanese partner Yakult Honsha
investigating resminostat in the indications of liver cancer (HCC) and
non-small-cell lung cancer (NSCLC) in Asia are at an advanced stage. We are
waiting anxiously for the data on overall survival and validation of the
potentially predictive ZPF64 biomarker, which we may be able to use in the
medium term in our own further development activities with resminostat. We
also see the potential for our other innovative oncology compounds besides
resminostat - our second epigenetic compound 4SC-202 and our oral
anti-mitotic anti-cancer agent 4SC-205 - to unlock considerable value in
the future, both through our own development activities and through
potential partnerships.'

About 4SC
The Group managed by 4SC AG (ISIN DE000A14KL72) 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
pharmaceutical and biotech companies. Founded in 1997, 4SC had a headcount
of 68 employees (58 FTEs) at 31 March 2015. 4SC AG has been listed on the
Prime Standard of the Frankfurt Stock Exchange since December 2005.

Legal note
These materials do not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities in the United States,
Germany or any other jurisdiction. The shares (the 'Shares') of 4SC AG (the
'Company') 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 Company does not intend to register any
portion of the offering in the United States or to conduct a public
offering of Shares in the Company in the United States.

This publication constitutes neither an offer to sell nor a solicitation to
buy securities. The offer will be made solely by means of, and on the basis
of, a securities prospectus. The prospectus will be available for free at
4SC AG, Am Klopferspitz 19a, 82152 Planegg-Martinsried, Germany, and on the
websites of 4SC AG at www.4SC.de and www.capital.4SC.de.

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
Katja Arnold, Michelle Kremer
katja.arnold(at)mc-services.eu, Tel.: +49-89-2102-2840

22.06.2015 The DGAP 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: DE000A14KL72
WKN: A14KL7
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart,
Tradegate Exchange

End of Announcement DGAP News-Service

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