Epigenomics AG: Reduction of principal amount of planned mandatory convertible bond to up to EUR 16.5 million and of conversion price to EUR 1.10 per share

On August 20, 2021 Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY; the "Company") repored its decision in principle to issue a subordinated mandatory convertible bond in an aggregate principal amount of up to EUR 18,150,000.00, consisting of 181,500 notes with a nominal amount of EUR 100.00 each and with a conversion price, subject to any anti-dilution adjustments, of EUR 1.21 per share (Press release, Epigenomics, AUG 20, 2021, View Source [SID1234586784]). Today, owing to the decline of its share price significantly below the conversion price of EUR 1.21 per share over the last days, the Company has taken the decision to reduce the conversion price to EUR 1.10. As a consequence, the aggregate principal amount of the mandatory convertible bond also decreases to EUR 16,500,000.00, consisting of 165,000 notes with a nominal amount of EUR 100.00 each. Otherwise, the terms of the mandatory convertible bond as announced on June 11, 2021 remain unchanged.

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The Company plans to implement the issuance of the mandatory convertible bond shortly.

In connection with the adjustment of the terms of the mandatory convertible bond the Company has today also entered into an amendment agreement to the backstop agreement with its shareholder Deutsche Balaton Aktiengesellschaft. The amendment agreement reflects the changes to the terms of the mandatory convertible bond. Accordingly, the obligation of Deutsche Balaton Aktiengesellschaft to acquire all notes under the mandatory convertible bond is reduced to EUR 16,500,000.00. In compensation, Deutsche Balaton Aktiengesellschaft has agreed to invest, subject to certain conditions, the balance between the initial aggregate principal amount of the mandatory convertible bond of EUR 18,150,000.00 and the reduced aggregate principal amount of EUR 16,500,000.00, i.e. EUR 1,650,000.00, in future issuances of shares, convertible bonds, bonds with warrants or participation rights by the Company. This obligation will lapse upon the end of 2023.