DGAP-Adhoc: PAION AG WILL SUCCESSFULLY PLACE CAPITAL

PAION AG / Key word(s): Capital Increase 04.07.2014 17:22 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. AD-HOC ANNOUNCEMENT ACCORDING TO §15 WPHG PAION AG WILL SUCCESSFULLY PLACE CAPITAL INCREASE - Subscription period ends today; provisional subscription rate of 97.65% - New shares that have not been subscribed for will be placed on 7 July 2014 via an accelerated bookbuilt offering to institutional investors - Binding orders already exist in more than sufficient amount Aachen (Germany), 04 July 2014 - The specialty pharma company PAION AG (ISIN DE000A0B65S3; Frankfurt Stock Exchange Prime Standard: PA8) announced today that according to the current results approximately 18,070,819 new shares have been subscribed for, which corresponds with a preliminary subscription rate of 97.65%. The subscription period of the capital increase ends today. All new shares that are not subscribed for yet, will be placed on Monday, 7 July 2014 with institutional investors by way of an accelerated bookbuilt offering. Based on more than sufficient binding orders for the accelerated bookbuilt offering, the complete placement of the capital increase of 18,505,305 shares has already been secured and the capital measure can be successfully completed. PAION will receive gross proceeds of at least EUR 46 million. New Shares subscribed for in the Subscription Offer are expected to be booked to the securities accounts from 11 July 2014. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: More information on the capital increase of PAION It is planned to increase the Company's registered share capital pursuant to the Annual General Meeting resolution dated 21 May 2014 from EUR 30,842,178.00 by up to EUR 18,505,305.00 to up to EUR 49,347,483.00 through the issue of up to 18,505,305 new no par value bearer shares, each with a notional value of the Company's share capital of EUR 1.00 per share. The new shares will be issued at a minimum share price (Ausgabebetrag) of EUR 1.00 per share. The new shares carry full dividend rights from January 1, 2014. New Shares have been offered at a subscription ratio of 5:3. The subscription price was EUR 2.50 per share. Shareholders could subscribe to the new shares during the subscription period in the rights offering, beginning on 20 June 2014 at 00:00 midnight CEST and end on 04 July 2014 at 24:00 midnight CEST. The net proceeds from the offering shall be used primarily for the further development of Remimazolam in the US and the EU. For the completion of the Phase III programs PAION currently anticipates, subject to further consultations with the regulatory authorities, costs in the amount of approximately EUR 20-25 million for the US and approximately EUR 15-20 million for the EU. Remaining proceeds from the capital increase in the amount of approximately EUR 5-10 million could be invested in premarketing activities. In this transaction, Close Brothers Seydler Bank AG (Germany) acts as the Sole Global Coordinator and Bookrunner Blättchen Financial Advisory GmbH acts as advisor to PAION on the transaction. For more information: http://capital.paion.com ### About PAION PAION AG is a publicly-listed Specialty Pharma Company headquartered in Aachen, Germany with a second site in Cambridge, UK. The company has a track record in developing hospital-based treatments for which there is substantial unmet medical need. PAION AG is transforming its business model from a pure development company to a specialty pharmaceutical company with a focus on anaesthesia products to take advantage of the unique profile of its main compound, Remimazolam. Contact Ralf Penner Director Investor Relations / Public Relations PAION AG Martinstrasse 10-12 52062 Aachen - Germany Phone: +49 241 4453-152 E-mail: r.penner@paion.com www.paion.com Disclaimer: This release contains certain forward-looking statements concerning the future business of PAION AG. These forward-looking statements contained herein are based on the current expectations, estimates and projections of PAION AG's management as of the date of this release. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors. Should actual conditions differ from the Company's assumptions, actual results and actions may differ materially from any future results and developments expressed or implied by such forward-looking statements. Considering the risks, uncertainties and other factors involved, recipients should not rely unreasonably upon these forward-looking statements. PAION AG has no obligation to periodically update any such forward-looking statements to reflect future events or developments. This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of PAION AG in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The offer is made exclusively by and on the basis of the securities prospectus that was published following approval by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). This prospectus is published on PAION AG's website and free-of-charge copies are, inter alia, available at the premises of PAION AG (Martinstrasse 10-12, 52062 Aachen, tel.: +49 241 4453-0). The securities of PAION AG 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 securities of PAION AG have not been, and will not be, registered under the Securities Act. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as 'Relevant Persons'). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. 04.07.2014 DGAP's 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: PAION AG Martinstr. 10-12 52062 Aachen Germany Phone: +49 (0)241-4453-0 Fax: +49 (0)241-4453-100 E-mail: info@paion.com Internet: www.paion.com ISIN: DE000A0B65S3 WKN: A0B65S Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------