DGAP-Adhoc: 4SC AG resolves to issue new shares to continue to advance its drug development programs for resminostat and domatinostat

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4SC AG resolves to issue new shares to continue to advance its drug development programs for resminostat and domatinostat

Planegg-Martinsried, Germany, 11 June 2019 - The Management Board of 4SC AG (4SC, FSE Prime Standard: VSC) today resolved with the approval of the Supervisory Board to conduct a capital increase to raise funds to continue to advance its drug development programs for resminostat and domatinostat. Toward this end, 4SC is planning a cash capital increase by way of a rights offering to existing shareholders. A total of up to 15,324,256 new shares will be offered for subscription; new shares not subscribed for will be offered for sale to international institutional investors (together the "Offering").

Capital increase by way of a rights offering

4SC has resolved to prepare an increase of its share capital through the utilization of authorized capital from EUR 30,648,513.00 by up to EUR 15,324,256.00 to a maximum of up to EUR 45,972,769.00, by issuing up to 15,324,256 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 an indirect subscription right. The subscription ratio will be 2:1, which means 2 existing shares entitle the holder to subscribe for 1 new share. There shall be no organized trading in subscription rights. The subscription period is scheduled to begin on 13 June 2019 and end on 26 June 2019 midnight (24:00 hrs. CEST).

The subscription price per new share is expected to be determined on 21 June 2019, taking into account the volume-weighted average price (VWAP) of 4SC AG in the XETRA electronic trading system on the Frankfurt Stock Exchange from the beginning of the subscription period on 13 June 2019 until the close of trading on 20 June 2019, less a potential discount yet to be determined, but in any case the subscription price will not exceed EUR 4.00. Offer Shares not subscribed for in the Offering will be offered for sale to international institutional investors in private placements after the end of the subscription period. To the extent the Offer Shares are not allocated in the private placement, shareholders who have issued subscription offers for further Offer Shares (over-subscription) may receive additional Offer Shares. 4SC aims to raise total net proceeds of between EUR 35 and 40 million from the Offering.

Rights Offering and Securities Prospectus

Additional 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 or about 12 June 2019 and will also be accessible on the website of 4SC at www.4sc.com from that day. The public offering of shares from the Offering 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) today, on 11 June 2019. 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.

MainFirst Bank AG will act as European Bookrunner in the Offering.
 

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Forward-looking information

Information set forth in this press 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 press 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.

Disclaimer

This publication 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 today. 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)).

These materials are for informational purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, ordinary shares in the share capital of 4SC AG (the "Company", and such shares, the "Shares").

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.

The Company has not authorized any offer to the public of Shares in any Member State of the European Economic Area, except in the Federal Republic of Germany and Luxembourg. With respect to any Member State of the European Economic Area which has implemented the Prospectus Directive other than Germany and Luxembourg (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Shares requiring publication of a prospectus in any Relevant Member State. As a result, the Shares may only be offered in Relevant Member States:

(i) to any legal entity which is a "qualified investor" as defined in the Prospectus Directive; or

(ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

Any such investor will also be deemed to have represented and agreed that any Shares acquired by it in the contemplated offering of Shares have not been acquired on behalf of persons other than such investor. This announcement is not an advertisement within the meaning of the Prospectus Directive and does not constitute a prospectus.

In the United Kingdom, this document and any other materials 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. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. No action has been taken by the Company that would permit an offer of Shares or the possession or distribution of these materials or any other offering or publicity material relating to such Shares in any jurisdiction, except for the Republic of Germany and Luxembourg, where action for that purpose is required.

This document may contain forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of the Company and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations and competition from other companies, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Company and other factors. The Company does not assume any obligations to update any forward- looking statements.

Neither these materials nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or the South Africa. These materials do 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. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law.

Contact:
Dr. Anna Niedl
Corporate Communications & Investor Relations Officer

anna.niedl@4sc.com
+49 89 7007 6366

4SC AG
Fraunhoferstrasse 22
82152 Planegg-Martinsried
Germany