Brain+ A/S carries out a directed issue as compensation to guarantors of its unit rights issue
COMPANY ANNOUNCEMENT
Copenhagen, Denmark, June 12, 2023 – Brain+ A/S (Nasdaq First North: BRAINP)
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.
Brain+ A/S (“Brain+” or the “Company”) announces that the Company’s board of directors, with support of the authorization from the extraordinary general meeting held 24 April 2023, has resolved to issue 480,000 units compromising of 960,000 shares, 960,000 warrants of series TO 2 and 960,000 warrants of series TO 3 as compensation to seven guarantors in the rights issue that the Company carried out in the period 10 May, 2023 to 25 May, 2023 (the “Rights Issue”). Guarantors, who provided guarantee commitments in the tranche 1 consortium as informed in the prospectus published on 24 April 2023 in connection with the Rights Issue, had the option to receive guarantee compensation in either cash or units. The new units are issued without pre-emptive rights for existing shareholders and on the same terms as in the Rights Issue.
As previously communicated, the tranche 1 guarantors in Brain+’ recently completed Rights Issue had the option of receiving guarantee compensation in cash or in the form of new units (shares and warrants of series TO 2 and TO 3) on the same terms and conditions as the units from the Rights Issue. In total, seven guarantors (out of 16) have chosen to receive their guarantee compensation in the form of units. The Company’s board of directors has therefore resolved, with the support of the authorization from the extraordinary general meeting held 24 April 2023, to issue 480,000 units, with one (1) unit consisting of two (2) shares, two (2) warrants of series TO 2 and two (2) warrants of series TO 3, hence a total of 960,000 shares, 960,000 warrants of series TO 2 and 960,000 warrants of series TO 3 as compensation to these guarantors.
The units are issued at a price of DKK 1 per unit, corresponding to a price per share of DKK 0.50 while the warrants of series TO 2 and TO 3 are issued free of charge, which is the same as the subscription price in the Rights Issue accordingly to the guarantee agreements. The board of directors has resolved that payment for the units shall be made by offsetting the respective guarantor’s claim on the Company.
The reason for deviating from shareholders’ pre-emptive rights in this directed issue is to fulfill Brain+ obligations towards guarantors as a result of signed guarantee agreements, which were a prerequisite to enable a successful capital increase. Compensating guarantors with units instead of cash payments is beneficial for the capital position of Brain+, thereby strengthening the Company’s balance sheet and operational resources following the Rights Issue.
When the 960,000 shares from the directed issue have been registered with the Danish Business Authority, following the recent registration of the 27,582,348 shares that was subscribed in the Rights Issue, the total number of outstanding shares in Brain+ will amount to 44,262,866 of nominal value DKK 0.10 per share, corresponding to a share capital of nominal DKK 4,426,286.60. The dilution that accrues as a result of the directed issue to the guarantors’ amount to approximately 2.2 percent after registration of the new shares with Danish Business Authority.
Advisors
In connection with the Rights Issue, Sedermera Corporate Finance AB and Gemstone Capital A/S act as financial advisors to Brain+. Markets & Corporate Law Nordic AB act as legal advisor. VP Securities A/S it the issuing agent and Nordic Issuing the settlement agent.
For more information about the Rights Issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 (0) 40 615 14 10
E-mail: cf@sedermera.se
www.sedermera.se
Gemstone Capital A/S
Phone: +45 33 22 07 00
E-mail: sh@gemstonecapital.com
www.gemstonecapital.com
For more information about Brain+, please contact:
Kim Baden-Kristensen, CEO
Phone: +45 31393317
E-mail: kim@brain-plus.com
Certified Adviser
Keswick Global AG
Phone: +43 1 740 408 045
E-mail: info@keswickglobal.com
Important information
The information in this corporate announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Brain+. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Denmark and Sweden. Any invitation to the persons concerned to subscribe for units in Brain+ will only be made through the Prospectus that Brain+ estimates to publish in April 2023 on Brain+ website www.brain-plus.com. The upcoming approval of the Prospectus by the Danish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants or any other securities. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and this announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Brain+. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this corporate announcement constitutes an advertisement.
The information in this corporate announcement may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Danish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Brain+ have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Denmark and Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
In the United Kingdom, this document and any other materials in relation to the securities described herein 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” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this corporate announcement and should not act or rely on it.
This corporate announcement may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
