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4basebio AG: Implementation of the reverse stock split of 4basebio AG
4basebio AG announces further details on the upcoming reverse stock split. On November 3, 2020, the Extraordinary General Meeting of 4basebio AG resolved to reduce the Company's share capital from EUR 51,733,386.00 divided into 51,733,386 no-par value bearer shares, by EUR 45,985,232.00 to EUR 5,748,154.00. The share capital of the Company shall be reduced in accordance with the provisions on the ordinary capital reduction pursuant to Sections 222 et seq. AktG (German Stock Corporation Act) from EUR 51,733,386.00 by EUR 45,985,232.00 to EUR 5,748,154.00 at a ratio of 9:1 (in words: nine to one) for the purpose of allocating the amount of the reduction to the free capital reserve in accordance with Section 272 (2) No. 4 HGB. There will be no distribution to shareholders.
The capital reduction will be carried out in such a way that nine no-par value registered shares will be merged into one no-par value registered share. For any fractional shares arising from the fact that a shareholder holds a number of no-par value shares which cannot be divided in the consolidation ratio of nine to one, arrangements will be made in consultation with the custodian banks to combine these with other fractional shares and to realize them for the account of the parties concerned. With the entry of the resolution of the Annual General Meeting in the Commercial Register of the Local Court of Mannheim under HRB 33 5706 on January 28, 2021, the capital reduction and the corresponding amendment to the Articles of Association became effective. Since then, the share capital of the Company has been effectively reduced and divided into 5,748,154 registered shares in the amount of EUR 5,748,154.00.
In order to carry out the capital reduction, the old shares will be combined by the custodian banks at a ratio of 9 : 1 in accordance with the status as of March 02, 2021 (record date). For each nine (9) no-par value registered shares with a proportionate amount of the share capital of EUR 1.00 per no-par value share, the shareholders of 4basebio AG will receive one (1) new converted no-par value registered share with a proportionate amount of the share capital of EUR 1.00 per no-par value share (ISIN DE000A3H3L44 / WKN A3H 3L4).
If a shareholder holds a number of shares not divisible by nine (9), fractional shares or fractional rights (ISIN DE000A3H3LP3 / WKN A3H 3LP) will be booked to him. A rounding off to full rights (so-called fractional rights settlement) requires a corresponding purchase or sale application.
The converted no-par value shares of 4basebio AG are evidenced by a global certificate deposited with Clearstream Banking AG. The shareholders' right to have their shares securitized is excluded under the Articles of Association. Accordingly, the shareholders of 4basebio AG will participate in the collective holding of converted no-par value shares held by Clearstream Banking AG in proportion to their share as co-owners with a corresponding deposit credit.
The capital reduction is also associated with a change in the stock exchange listing of the Company's shares. Stock exchange orders not executed by February 26, 2021 will expire at the end of this trading day. The price fixing of the converted shares will start on March 01, 2021 on the Frankfurt Stock Exchange. From this date, only the converted shares will be deliverable on the stock exchange.
The shareholders of 4basebio AG are requested, in order to carry out a necessary settlement of fractional shares, to instruct their respective custodian bank as soon as possible, but no later than March 15, 2021, regarding the handling of fractional shares, in particular the sale of fractional shares or the purchase of additional fractional shares for the purpose of rounding off to one share. The custodian banks will endeavor to settle the fractional shares (ISIN DE000A3H3LP3 / WKN A3H 3LP) in accordance with the instructions of their customers. Share fractions for which shareholders do not issue instructions to their custodian bank for handling and which cannot be settled by the custodian banks will be combined with other share fractions by the respective custodian bank and realized as full rights for the account of the shareholders involved.
Remaining fractional shares that cannot be settled by the custodian banks will be pooled with other fractional shares by Bankhaus Gebr. Martin AG, Göppingen, and realized as full rights for the account of the custodian banks. There are no plans to trade the fractional shares on the stock exchange.
The Company does not provide for any reimbursement of fees charged by custodian banks.
About 4basebio AG:
4basebio AG (renamed 2invest AG by resolution of the Annual General Meeting on January 28, 2021) is a listed company that acquires, holds, manages and sells investments in corporations and partnerships, in particular - but not exclusively - in the biotechnology, life science and IT sectors in Germany and abroad.
Global investments or investments in non-listed companies or financial instruments are also possible. Investment decisions are made on the basis of attractive risk-reward profiles. The focus is on achieving a risk-adequate, long-term total return. The Company is listed in the Prime Standard of the Frankfurt Stock Exchange (ticker: 2INV; ISIN: DE000A2YN801). More information: www.4basebioag.com
For more information please contact:
Board of Directors
Dr. Robert Mayer, Manager IR
Tel: +49 171 3876540
### This publication is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Certain statements contained in this press release that do not relate to proven financial results or other historical data should be considered forward-looking, meaning that such statements are primarily predictions of future results, trends, plans or objectives. These statements should not be considered as total guarantees because, by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause 4basebio's actual results, plans and objectives to differ materially from any stated conclusions or implied predictions contained in such statements. 4basebio undertakes no obligation to publicly update or revise any of these statements, whether as a result of new information, future results or otherwise. ##
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