DGAP-Ad-hoc: BRAIN Biotech AG / Key word(s): Capital Increase
Disclosure of inside information in accordance with Article 17 MAR of the Regulation (EU) No 596/2014
NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.
BRAIN Biotech AG resolves on a 10% cash capital increase from authorised capital with exclusion of statutory subscription rights.
Zwingenberg, Germany, 15 September, 2021. The Management Board of BRAIN Biotech AG ("BRAIN", or the "Company") has resolved to increase the Company's share capital against cash contribution by issuing of up to 10% of new registered shares with no par value (up to approximately 1.99 million new shares) with targeted proceeds of approximately 19 million Euro. Each such share has a notional value of EUR 1.00 of the Company's share capital (collectively, the "New Shares"). The share capital is to be increased through partial utilization of the existing authorized capital pursuant to to Section 5 (2) of the Company's articles of association (the "Capital Increase"). The statutory subscription rights of the Company's shareholders were excluded pursuant to Sections 203 (1), 186 (3) sentence 4 of the German Stock Corporation Act (AktG). The New Shares will carry dividend rights for the fiscal year 2020/2021 beginning on October 1, 2020.
The New Shares will be offered for purchase in a private placement by way of an accelerated bookbuilding. The private placement will commence immediately after the publication of this announcement. The final offer price of the New Shares will be announced upon completion of the bookbuilding process expected to be on 16 September 2021.
It is intended that the New Shares shall be admitted to trading without a prospectus on 17 September 2021, and shall be included in the quotation of the existing shares on the regulated market of the Frankfurt Stock Exchange (Prime Standard) on 21 September 2021.
Following the transaction, the Company will be subject to a lock-up period, with market standard exceptions, ending 90 calendar days after the Closing Date.
BRAIN Biotech AG ("BRAIN") is a leading European specialist in industrial biotechnology. As a technology provider and developer of bio-based products and solutions for nutrition, health and the environment, the company supports the biologization of industry and contributes to a more sustainable economy. BRAIN is the parent company of the BRAIN Group. Two pillars form BRAIN Group's business: The BioScience segment includes contract research for renowned industrial partners as well as an incubator for the development of the company's own highly innovative products. In the BioIndustrial segment, the company focuses on specialty business in the production and refinement of enzymes, microorganisms and bioactive natural products and the respective distribution.
This document and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Canada, Australia or Japan. This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities of BRAIN Biotech AG in the United States. The New Shares of BRAIN Biotech AG have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. BRAIN Biotech AG does not intend to conduct a public offering of equity securities in the United States. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
The offer referred to herein, when made in member states of the European Economic Area and the United Kingdom, is only addressed to and directed to "qualified investors" within the meaning of Article 2(e) the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and includes any relevant delegated regulations.
For readers in the United Kingdom, this announcement is only being distributed to and is only directed at Qualified Investors who are (i) outside the United Kingdom or (ii) investment professionals falling within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The New Shares are expected to only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
This announcement contains forward-looking statements that are subject to certain risks and uncertainties. The future financial results can significantly differ from the currently anticipated results as a result of various risks and uncertainties, including changes in the business, financial and competitive landscape, uncertainties related to legal disputes or investigations and the availability of funds. BRAIN Biotech AG assumes no obligation to update the forward-looking statements included in this announcement. Forward-looking statements speak only as of the date they are made.
Information to Distributors of New Shares
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.
BRAIN Biotech AG
Head IR & Sustainability
Darmstädter Str. 34-36
15-Sep-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||BRAIN Biotech AG|
|Darmstädter Straße 34-36|
|Phone:||+49 (0) 62 51 / 9331-0|
|Fax:||+49 (0) 62 51 / 9331-11|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1233639|
|End of Announcement||DGAP News Service|
1233639 15-Sep-2021 CET/CEST