Medios AG / Key word(s): Capital Increase
Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
DISCLOSURE OF AN INSIDE INFORMATION PURSUANT TO ARTICLE 17 MAR
THE INFORMATION CONTAINED IN THIS DISCLOSURE IS NOT INTENDED FOR
PUBLICATION OR DISSEMINATION IN THE UNITED STATES OF AMERICA; AUSTRALIA,
CANADA OR JAPAN
Medios AG launches cash capital increase by up to 2,760,408 new shares with
shareholder subscription rights
- Principal shareholders to waive subscription rights for Pre-placement
of approximately 2,543,745 new shares with institutional investors
- Placement price for the new shares to be determined by way of
accelerated bookbuilding process as part of Pre-placement, expected to
be published on November 17, 2016
- Subscription price for the Rights Offering to be identical to placement
price of Pre-Placement
- Subscription Period expected to begin on November 21, 2016 and to
conclude on December 5, 2016; possibility for additional subscription
to be granted
- Net proceeds are intended to finance acquisition of outstanding 49
percent shares of Medios Manufaktur GmbH, to finance the launch of a
digital B2B platform, to strengthen the working capital and to expand
the manufacturing capacities of Medios Manufaktur GmbH
- Approved prospectus published on website
- Initial trade admission of total share capital of the Company as well
as new shares to the regulated market (General Standard) of the
Frankfurt Stock Exchange requested
Hamburg, November 16, 2016 - The Management Board of Medios AG today
resolved, with the consent of the Supervisory Board, to implement a capital
increase against cash contributions from authorized capital, offering an
indirect subscription right to shareholders. The partial utilisation of the
Authorized Capital 2016/II resolved by the General Meeting on September 14,
2016 will result in the share capital of the Company being increased from
the current EUR 9,661,428.00 by up to EUR 2,760,408.00 to up to EUR
12,421,836.00. To implement this capital increase, Medios AG plans to issue
up to 2,760,408 new ordinary bearer shares with no par value (Stückaktien),
each such share representing a notional interest in the share capital of
EUR 1.00. The new shares will carry full dividend rights as from January 1,
In the interest of increasing free float, mediosmanagement GmbH as well as
other principal shareholders of Medios AG have assigned in advance the
rights to subscribe approximately 2,543,745 new shares to the bank advising
on the emission. Selected institutional investors outside the United States
of America will be offered the opportunity to acquire these new shares in
advance as part of a private placement (the "Pre-placement"). The Pre-
placement will be launched within today.
The placement price for the new shares will be determined on the basis of
an accelerated bookbuilding process as part of the Pre-placement and is
expected to be published on November 17, 2016 pursuant to Article 17 MAR.
Following this, those shareholders of Medios AG who neither have waived nor
assigned their subscription rights may exercise their subscription right
and subscribe the shares at the subscription price which will be identical
to the placement price of the Pre-placement (the "Rights Offering"). The
Rights Offering is expected to be published on November 18, 2016 in the
Federal Gazette (Bundesanzeiger) and on Medios AG's website. For the
purpose of trade admission of the total share capital of the Company and
the new shares to the regulated market of the Frankfurt Stock Exchange
(General Standard) of the Frankfurt Stock Exchange as well as for the
purpose of the Rights Offering, Medios AG prepared a prospectus, which has
been published on Medios AG's website (http://mediosag.mediospharma.de/de/
investor-relations/). The Subscription Period, during which the
shareholders of Medios AG may exercise their subscription rights at the
subscription price, is expected to begin on November 21, 2016 and conlude
on December 5, 2016 (the "Subscription Period").
The subscription ratio will be 7 to 2, meaning that for every seven
existing shares (or as many subscription rights) they hold, shareholders
with subscription rights (or those holding subscription rights) may
subscribe two new shares of Medios AG. Beyond the exercise of subscription
rights, shareholders will be offered the possibility to apply for
additional subscription as part of the Rights Offering.
The partial implementation of the capital increase as part of the Pre-
placement is expected to be entered into the commercial register on
November 21, 2016; the further implementation of the capital increase is
expected to be entered on December 8, 2016. In the event of a full
implementation of the Pre-placement, the free float of Medios AG will
increase to more than 25 percent.
The net issue proceeds resulting from the Offering and the placement of the
New Shares in the Company are intended to finance the acquisition of
outstanding 49 percent shares of Medios Manufaktur GmbH, to finance the
launch of a digital B2B platform, to strengthen the working capital and to
expand the manufacturing capacities of Medios Manufaktur GmbH.
The new shares issued under the Pre-placement are expected to begin trading
in the regulated market of the Stock Exchange Hamburg and in the regulated
market of the Frankfurt Stock Exchange on November 22, 2016. The right to
discontinue the Offering in full or in part is reserved.
M.M.Warburg & CO (AG & Co.) KGaA is advising on the Admission and on the
Offering as Sole Lead Manager und Sole Bookrunner.
The Management Board
Phone: +49 30 232 5668 0
Fax: +49 30 232 5668 66
This disclosure contains forward-looking statements which are subject to
certain risks and uncertainties. Future results can deviate significantly
from currently expected results due to a variety of risk factors and
uncertainties such as changes in the business, economic or competitive
situation, exchange rate fluctuations, uncertainties with respect to legal
disputes or investigations and the availability of financial resources.
Medios AG assumes no responsibility for updating the forward-looking
statements contained in this disclosure.
This disclosure constitutes neither an offer to purchase or sell securities
of Medios AG nor an invitation to submit such an offer. Nor does this
disclosure constitute a prospectus within the meaning of EU Directive
2003/71/EC of the European Parliament and of the Council of November 4,
2003, as amended (the "Prospectus Directive"). Any public offering in
Germany may only be made on the basis of the prospectus, which has been
approved by the Federal Financial Supervisory Authority (BaFin) and
published on Medios AG's website (http://mediosag.mediospharma.de/de/
investor-relations/). Any decision to invest in subscription rights or
shares of Medios AG should be made solely on the basis of the prospectus.
Hard-copy prospectuses are available free of charge upon request from
Medios AG, Friedrichstraße 113a, 10117 Berlin, and M.M.Warburg & CO (AG &
Co.) KGaA, Ferdinandstraße 75, 20095 Hamburg. This disclosure is addressed
exclusively to qualified investors within the meaning of the Prospectus
Directive in any member state of the European Economic Area (other than
Germany) having transposed the Prospectus Directive into national law.
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Company: Medios AG
Phone: +49 30 232 566 - 800
Fax: 030 / 8321 8377
Listed: Regulated Market in Hamburg; Regulated Unofficial Market in
End of Announcement DGAP News-Service