23.11.2015
WILEX AG DE000A11QVV0
DGAP-Adhoc: WILEX AG: WILEX AG unveils financing strategy for further development of ADC technology and adopts capital measures
WILEX AG / Key word(s): Financing
23.11.2015 11:10
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Ad hoc release pursuant to § 15 Wertpapierhandelsgesetz (German Securities
Trading Act)
- Not for distribution, publication or transmission in the USA, Canada,
Japan and Australia -
WILEX AG unveils financing strategy for further development of ADC
technology and adopts capital measures
- Financing strategy approved that will provide liquidity to the Company
until the end of 2016
- Rights issue of around 10% using authorised capital with exclusion of
shareholders' subscription rights supported by dievini
- Rights issue using authorised capital with subscription rights
Munich, Germany, 23 November 2015 - The Executive Management Board of WILEX
AG (ISIN DE000A11QVV0 / WL6 / FSE) today adopted, with the approval of the
Supervisory Board, a financing strategy that is expected to ensure the
further development and marketing of ADC technology at the Company's
subsidiary Heidelberg Pharma GmbH, initially until the end of 2016. The
multi-level financing package comprises several capital measures. WILEX's
main shareholder, dievini Hopp BioTech holding GmbH & Co. KG, Walldorf,
supports this strategy and is prepared to invest at least EUR 10 million,
provided the subscription price does not exceed EUR 1.84 per share. The
transactions are expected to be completed in the first half of 2016.
To safeguard the short-term financing, the Executive Management Board today
decided, with the approval of the Supervisory Board, to implement two
rights issues using authorised capital without publishing a prospectus.
These are expected to generate gross issue proceeds of up to EUR 2.5
million for the Company. Authorised Capital 2012/I currently amounts to EUR
4,460,205.00 after portions of it were used on 27 August 2012 and 10 April
2015.
Increase in share capital by around 10% using authorised capital with
exclusion of shareholders' subscription rights
WILEX AG is planning to increase the Company's share capital by around 10%,
from EUR 9,305,608.00 to EUR 10,236,168.00 by issuing 930,560 new no par
value bearer shares with a notional value of EUR 1.00 each. The share
capital will be increased using authorised capital in return for cash
contributions with exclusion of shareholders' subscription rights. These
new shares will be offered exclusively to the main shareholder, dievini
Hopp BioTech holding GmbH & Co. KG. The issue price per share is EUR 1.84
and corresponds to the subscription price of the second capital measure
with subscription rights. The shares from this first capital increase carry
dividend rights from 1 December 2015.
Capital increase using authorised capital with subscription rights
In addition, WILEX AG is planning to increase the Company's share capital
from EUR 10,236,168.00 (share capital after the implementation of the
capital increase with exclusion of shareholders' subscription rights has
been entered in the commercial register) by up to EUR 443,124.00 to up to
EUR 10,679,292.00 by issuing up to 443,124 new no par value bearer shares
with a notional value of EUR 1.00 each in return for cash contributions at
a subscription price of EUR 1.84 per share. The "New Shares" carry dividend
rights from 1 December 2015. The Company expects to generate issue proceeds
of up to EUR 815,348.00 from this transaction.
The up to 443,124 New Shares will be offered to shareholders for
subscription at a 21:1 ratio by means of an indirect subscription right by
Oddo Seydler Bank AG, Frankfurt. Shareholders with 21 old shares will be
entitled to subscribe for one New Share. The subscription ratio has been
calculated on the basis of share capital of EUR 9,305,608.00 because when
this capital increase was resolved on 23 November 2015 the implementation
of the first capital increase had not yet been entered in the commercial
register, which means the shares from the first capital increase do not
have subscription rights. The Company's main shareholder dievini Hopp
BioTech holding GmbH & Co. KG is therefore not entitled to subscription
rights on the shares from the first capital increase. In order to ensure an
even subscription ratio, one shareholder waived its subscription rights
from four old shares.
In addition to their statutory subscription rights, the shareholders will
be able to acquire further New Shares for which shareholders' subscription
rights were not exercised within the subscription period at the
subscription price (additional subscription). Binding offers for such
additional subscriptions must be submitted within the subscription period.
The subscription period for the New Shares will begin on 25 November 2015
and will end on 8 December 2015. There will be no organised trading in
subscription rights.
All new shares from both rights issues are to be admitted to trading in the
regulated market on the Frankfurt stock exchange (Prime Standard) without
the publication of an offering prospectus. Admission of the new WILEX
shares to the existing listing on the Frankfurt stock exchange is expected
for 14 December 2015 and inclusion of the new shares is due to 15 December
2015.
For further details on the rights issue, please see the subscription offer
provisionally planned to be published in the Federal Gazette
(www.bundesanzeiger.de) on 24 November 2015 and on the website of WILEX AG
(www.wilex.com).
Further financing measures
The terms for further financing measures are currently being drawn up in
the Company. In particular, securities prospectuses will probably have to
be prepared for upcoming capital measures. Preparations for this will now
begin. The individual steps and details of the further financing measures
planned for the first half of 2016 will be announced by the Company at a
later date. WILEX AG plans to use the issue proceeds primarily to finance
the further development of its own ADC technology (Antibody Targeted
Amanitin Conjugates - ATACs). The main objective is to optimise a PSMA
antibody drug conjugate as the first proprietary ATAC candidate and make
this ready for early clinical development. In addition to preclinical
investigations, this will entail establishing the manufacturing process for
the PSMA antibody, the amanitin drug and the antibody drug conjugate at
subcontractors in accordance with GMP standards.
Important notes
This ad hoc release does not constitute either an offer to sell or an
invitation to buy securities. In particular, this document does not
constitute an offer to sell securities or a solicitation of an offer to buy
securities in the United States of America. The shares of WILEX AG (the
"Shares") may not be offered or sold in the United States of America or to
or for the account or benefit of "U.S. persons" (as defined in Regulation S
under the U.S. Securities Act of 1933, as amended (the "Securities Act")),
unless they have been registered or are exempt from registration under the
Securities Act. The Shares have not been and will not be registered under
the Securities Act. There will be no public offer of Shares in the United
States of America.
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Information and Explaination of the Issuer to this News:
About WILEX
WILEX AG is a biopharmaceutical company which discontinued all clinical
development activities at its Munich site and now exercises a holding
function as the Group parent. Research and development activities focus on
the operations of its subsidiary Heidelberg Pharma GmbH in Ladenburg, which
primarily enhances and markets the innovative platform technology for
antibody drug conjugates (ADC technology) and also offers preclinical
services. WILEX has the diagnostic and therapeutic drug candidates
REDECTANE(R) and RENCAREX(R), which are available for out-licensing and
further development in Phase III for external partners. WILEX is listed at
the Frankfurt Stock Exchange: ISIN DE000A11QVV0 / WKN A11QVV / Symbol WL6.
More information is available at http://www.wilex.com/.
Contact IR/PR support WILEX AG MC Services AG Sylvia Wimmer Katja Arnold (CIRO) Corporate Communications Executive Director & Partner Tel.: +49 (0)89-41 31 38-29 Tel.: +49 (0)89-210 228-40 Email: investors[at]wilex.com Mobile: +49 (0)160 9360 3022 Grillparzerstr. 18, 81675 Munich Email: katja.arnold[at]mc-services.euThis communication contains certain forward-looking statements relating to the Company's business, which can be identified by the use of forward-looking terminology such as 'estimates', 'believes', 'expects', 'may', 'will' 'should' 'future', 'potential' or similar expressions or by a general discussion of the Company's strategy, plans or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results of operations, financial condition, performance, or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, prospective investors and partners are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such forward-looking statements to reflect future events or developments. 23.11.2015 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: WILEX AG Grillparzerstr. 18 81675 München Germany Phone: +49 (0)89 41 31 38 - 0 Fax: +49 (0)89 41 31 38 - 99 E-mail: [email protected] Internet: www.wilex.com ISIN: DE000A11QVV0 WKN: A11QVV Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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