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Disclosure of inside information according to Article 17 of Regulation (EU) no. 596/2014
4SC AG resolves to issue new shares; Santo and ATS undertake to subscribe / buy the new shares
Planegg-Martinsried, Germany, 7 October 2019 – The management board of 4SC AG (“4SC”) (4SC, FSE Prime Standard: VSC) today resolved with the approval of the supervisory board to implement a capital increase to raise funds to continue to advance its drug development program for its second drug candidate domatinostat. In this context, an increase of 4SC’s share capital shall be prepared, through the utilization of authorized capital from EUR 35,325,216.00 by up to EUR 10,647,553.00 to a maximum of up to EUR 45,972,769.00, by issuing up to 10,647,553 new no-par value bearer shares, each with a notional par value of EUR 1,00, against cash contribution. The new shares (the “Offer Shares”) will be offered to the existing shareholders by MainFirst Bank AG, Frankfurt am Main, by way of indirect subscription rights.
The subscription price per new share is EUR 2,10. The subscription ratio will be 3:1. There shall be no organized trading in subscription rights. The subscription period is expected to begin on 28 October 2019 and is expected to terminate on 11 November 2019 at midnight (24:00 hrs. CEST). Offer Shares not subscribed for in the rights offering will be offered for sale to international institutional investors through private placements by MainFirst Bank AG after the end of the subscription period.
Commitments of Santo and ATS
The existing shareholders of the Company, Santo Holding (Deutschland) GmbH (“Santo”) and ATS Beteiligungsverwaltung GmbH (“ATS”) irrevocably have committed in writing towards the Company and MainFirst Bank AG (i) to exercise the subscription rights held by them in full and (ii) to purchase – within the private placement as mentioned above – any and all Offer Shares not subscribed for by existing shareholders through the rights offering, or purchased by new investors within the private placement. Prior to offering Offer Shares within the private placement to new investors however, Santo and ATS will preferentially be allocated with a larger portion of the Offer Shares not subscribed for by existing shareholders within the rights offering.
4SC will obtain total net proceeds of approximately EUR 22 million from the offering.
Rights Offering and Securities Prospectus
Details concerning the offering will be made available in the formal subscription offer (Bezugsrechtsangebot) which is expected to be published in the Federal Gazette on 25 October 2019 and will also be accessible on the website of 4SC at www.4sc.com from that day. The public offering of the Offer Shares and the admission of the Offer Shares from the capital increase to trading on the Regulated Market (Prime Standard Market) of the Frankfurt Stock Exchange are being conducted based on a securities prospectus which is expected to be approved by the German Federal Financial Supervisory Authority (BaFin).Thus, the offering and the admission of the Offer Shares to trading are subject to such BaFin approval. The prospectus will then be made accessible on the website of 4SC AG at www.4sc.com.
Information and explanation of the Issuer to this news:
4SC AG is a clinical-stage biopharmaceutical company developing small-molecule drugs that can target key indications in cancer with high unmet medical needs. 4SC’s pipeline is protected by a comprehensive portfolio of patents and currently comprises two drug candidates in clinical development: resminostat and domatinostat.
4SC aims to generate future growth and enhance its enterprise value by entering into partnerships with pharmaceutical and biotech companies and/or the eventual marketing and sales of approved drugs in select territories by 4SC itself.
4SC is headquartered in Planegg-Martinsried near Munich, Germany. The Company had 47 employees as of 30 June 2019 and is listed on the Prime Standard of the Frankfurt Stock Exchange (FSE Prime Standard: VSC; ISIN: DE000A14KL72).
Information set forth in this ad-hoc release contains forward-looking statements, which involve risks and uncertainties. The forward-looking statements contained herein represent the judgement of 4SC as of the date of this ad-hoc release. Such forward-looking statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond 4SC’s control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. 4SC expressly disclaims any obligation or undertaking to release any updates or revisions to any such statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
This ad-hoc release constitutes neither an offer to sell nor a solicitation to buy securities. The offer is being made solely by means of, and on the basis of, the published securities prospectus (including any amendments thereto, if any), which is expected to be approved by BaFin. An investment decision regarding the publicly offered securities of 4SC AG should only be made on the basis of the securities prospectus. After its approval by BaFin, the prospectus will be available free of charge from 4SC AG (Fraunhoferstrasse 22, 82152 Planegg-Martinsried, Germany; phone: +49 89 700763-0; fax: +49 89 700763-29; and on the website of 4SC AG (www.4sc.com)).
In particular, this publication is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act“) or an exemption from registration. The Shares have not been and will not be registered under the Securities Act. There will be no public offering of the Shares in the United States.
In the United Kingdom, this ad-hoc release and any other announcement in relation to the Shares is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in 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 together being referred to as “relevant persons“). This communication is directed only at relevant persons.
Neither this ad-hoc release nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or the South Africa. This ad-hoc release does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore.
Jason Loveridge, PhD
+49 89 700763-0