Press releases
3 February 2016, Zwingenberg

Adhoc News: BRAIN AG sets IPO price at 9 Euros per share

A total of 3,608,054 shares were placed in the context of the offering. Thereof 3,500,000 shares result from a capital increase. In addition, 108,054 existing shares were placed to cover over-allotments. This number of shares, provided by way of a share loan, can be bought back by ODDO SEYDLER until the end of the stabilisation period (up to thirty calendar days after the first day of trading) for market stabilisation reasons (“Greenshoe Option”).

Based on the final offer price of 9 Euros, the total placement volume (including over-allotments) amounts to approximately 32.5 million Euros, from which the Company will receive gross proceeds of 31.5 million Euros.

Following the IPO capital increase, the share capital of BRAIN AG will amount to 16,414,348 shares. The percentage of the new shareholders in the Company’s share capital will at least be 21.3% and, depending on if or to which extent the Greenshoe Option is exercised, higher.

Approximately 19 per cent of the placed shares were allocated to retail investors. These are - amongst others - BRAIN employees and investors of MIG funds, which are existing shareholders of BRAIN. The remaining shares were placed with institutional investors from different European countries.

MP Beteiligungs-GmbH remains the largest single shareholder of BRAIN AG with reduced holdings from 50.65 per cent pre-IPO to under 50 per cent post-IPO, even without exercise of the Greenshoe Option.

Admission of the BRAIN AG shares to the Frankfurt Stock Exchange is planned to take place on 5 February 2016; the trading on the regulated market (Prime Standard segment) under the ticker symbol BNN and the ISIN DE0005203947 / WKN 520394 is expected to start on 9 February 2016.

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Disclaimer

This document and the information contained herein are for information purposes only. This press release does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for securities. A public offer in the Federal Republic of Germany and in the Republic of Austria will be made exclusively by means of and on the basis of an English-language prospectus together with a German-language translation of the summary. The prospectus will be published on the website of the Company and will be also available in printed form free of charge from the Company (Fax +49-6251-9331-11) and from ODDO SEYDLER BANK AG (Fax +49-69-920-54902). This press release does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for securities in or into the United States of America, Australia, Canada or Japan or to other jurisdictions in which publication, release or distribution would be unlawful. Any securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”). Such securities may not be offered, sold or delivered within the United States absent from registration under or an applicable exemption from the registration requirements of the U.S. Securities Act. Neither BRAIN AG nor any of its shareholders intends to register the securities referred to in this press release in the United States. The securities referred to in this press release have not been, and will not be, registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the securities may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offering of securities in the United States or anywhere outside of the Federal Republic of Germany and the Republic of Austria. This press release does not constitute an offer document or an offer of transferable securities to the public in the United Kingdom to which Section 85 of the U.K. Financial Services and Markets Act 2000 applies and should not be considered as a recommendation that any person should subscribe for or purchase any securities as part of the transaction. This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Section 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (iii) high net worth entities, unincorporated associations and other persons or entities falling within Section 49 (2), (a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This press release or its contents must not be acted or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons. This release (or parts thereof) may not be published, reproduced, distributed or made available to third parties in any other way without the prior consent of BRAIN AG. This press release contains forward-looking statements. These statements reflect the current views, expectations, and assumptions of the management of BRAIN AG and are based on information currently available to the management. Forward-looking statements are not guarantees of future performance 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. There are numerous factors which could influence the future performance by and future developments at BRAIN AG and the BRAIN group of companies. Such factors include, but are not limited to, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, and other factors. BRAIN AG does not undertake any obligation to update or revise any forward-looking statements.