This announcement is not an offer to sell, or a solicitation of an offer to acquire any securities. This announcement is not a prospectus and investors should not purchase any securities referred to in this announcement except on the basis of information in the prospectus published by Probiodrug AG as approved by the competent German regulator Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) on 10 October 2014 and passported to the Dutch Authority for Financial Markets (Autoriteit Financiële Markten) in connection with the Initial Public Offering and admission to trading of its shares on Euronext Amsterdam.
NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Increase in share capital
HALLE/SAALE, Germany, October 29, 2014 - On 9 October 2014 the shareholders meeting of Probiodrug AG (the "Company") resolved to increase the share capital of the Company by up to EUR 1,626,720.00 from EUR 5,241,693.00 in connection with the offering of shares of the Company to the public in the Netherlands and to institutional investors in certain countries within the European Union and the United States of America (the "Offering").
As a result of the Offering, the management board decided on 13 October 2014, with the consent of the supervisory board on the same day, to increase the share capital of the Company by EUR 1,475,409.00 - from EUR 5,241,693.00 to EUR 6,717,102.00 - by issuing 1,475,409 new shares (the "New Shares") with no par value and with a notional par value of EUR 1.00 per share at the minimum issue price of EUR 1.00 per New Share.
Kempen & Co had been admitted to subscribe for the New Shares with the obligation to pay the net proceeds from the placement of the New Shares in the course of the Offering (gross proceeds minus minimum issue price minus commissions and expenses) to the Company. Today, the net proceeds from the Offering were transferred to the Company and the implementation of the capital increase has been registered with the Commercial Register. Thereby, the capital increase became effective. As a result, the share capital of the Company has been increased to EUR 6,717,102.00 and 1,475,409 New Shares have been issued.
The New Shares will be delivered to existing shareholders of the Company who (i) lent to Kempen & Co existing shares of the Company in order to settle the offering with investors (who had not been shareholders of the Company) and (ii) who have purchased offered shares in the course of the Offering. The New Shares will be admitted to trading on Euronext, which is expected to commence on or around 31 October 2014.
On 23 October 2014 the shareholders meeting of the Company resolved to increase the authorised capital of the Company from up to EUR 2,620,846.00 to up to EUR 3,358,551.00. This increase of the authorised capital has also been registered with the Commercial Register today and has thereby become effective.
Additionally today, the settlement (delivery versus payment) of the Offering with investors who had not been shareholders of the Company prior to the Offering occurred. Therefore, trading in the existing shares of the Company on Euronext has become unconditional.
For more information please contact:
| Dr. Konrad Glund, CEO, Probiodrug | Hume Brophy |
| Email: contact@probiodrug.de | Tel: +44 (204) 440-5653 |
| Email: probiodrug@humebrophy.com |
Probiodrug AG
Registered at Amtsgericht of Stendal, HRB 213719
Management Board: Dr. Konrad Glund, Dr. Hendrik Liebers
Chairperson of the Supervisory Board: Dr. Erich Platzer
About Probiodrug AG
Headquartered in Halle, Germany, Probiodrug AG is a biopharmaceutical company focused on the development of new therapeutic products for the treatment of Alzheimer's Disease.
Alzheimer's Disease is a neurological disorder, which is the most common form of dementia. Probiodrug has identified a new therapeutic concept linked to disease initiation and progression. The development approaches are targeting pyroglutamate-Abeta (pGlu-Abeta) as a therapeutic strategy to fight Alzheimer's Disease. The Company has medical use and composition of matter patents related to the inhibition of Glutaminyl Cyclase (QC) and anti-pGlu-Abeta- specific monoclonal antibodies, providing it, in the Company's view, with a leading position in this field of research.
These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities. The shares in Probiodrug AG (the "Shares") mentioned herein 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 "Securities Act"). The Shares have not been, and will not be, registered under the Securities Act and will not be offered or sold in the United States, except on the basis of applicable exemptions from registration. There will be no public offering of securities in the United States or anywhere outside of The Netherlands. The public offer in The Netherlands was made exclusively by means of and on the basis of an English-language prospectus.