RIGHTS ISSUE 2023
On this sub-page can be found information and documents related to the announced Brain+ unit issue with pre-emptive rights for the company’s existing shareholders to subscribe for new shares. As indicated at the time of the company’s IPO and as the market for digital therapy is still young, Brain+ will in the coming years need external capital to help fund its commercial operations and grow its product portfolio, until reaching commercial scale and profitability.
HOW TO SUBSCRIBE
The offer
Investors can subscribe for units in Brain+ A/S during the subscription period which runs from 10 May 2023 to 25 May 2023. Each unit consists of two (2) shares, two (2) warrants of series TO 2 and two (2) warrants of series TO 3. The price is DKK 1.00, per unit, corresponding to DKK 0.50 per share. All four warrants are issued free of charge.
Where to subscribe
You can subscribe for units through your custodian bank. Deadlines for subscribing through custodian banks may be earlier than the end of the subscription period. Shareholders with Nordnet as a custodian bank, must for instance act before 20 May 2023.
Subscribe for units using pre-emptive rights
As an existing shareholder in Brain+, you have been allocated pre-emptive unit rights which you can use to subscribe for units with guaranteed allocation of shares. Existing shareholders or other investors can subscribe for additional units with guaranteed allocation by acquiring and exercising additional pre-emptive unit rights which will be traded on Nasdaq First North during the period 8 May – 23 May 2023.
Holders of pre-emptive unit rights can exercise their rights and subscribe for units from their own custodian bank’s trading platform. Use the bank’s ‘corporate actions’ web page, where information regarding issues of shares can be found, or contact your adviser.
Subscribe for new units without pre-emptive rights
If not all pre-emptive unit rights are exercised and all units in the rights issue, therefore, are not subscribed for by the use of pre-emptive unit rights, remaining units will be allot- ted to investors that have subscribed for units without use of pre-emptive unit rights.
Investors wishing to subscribe for units without pre-emptive unit rights, can do so through the corporate action page on their custodian banks’ respective trading platforms. Alternatively, if a custodian bank does not offer a standardized subscription solution for corporate actions, subscription without the use of pre-emptive unit rights can be filed using a subscription form. Fill in the form and send or hand it to your custodian bank such that the subscription form is forwarded to Nordic Issuing AB no later than 25 May 2023. The subscription form can be found below to download.
Summary of the Rights Issue
Subscription period: The 10 – 25 May 2023
Subscription price: DKK 1.00 per unit corresponding to DKK 0.50 per share.
Issue amount: The Issue will comprise a maximum of 15,720,518 units. If the initial rights issue is fully subscribed, the company will receive approx. DKK 15.7 million before transaction related costs.
Pre-subscription and guarantee commitment: The company received, in March 2023, pre-subscription commitments and guarantee commitments ensuring a minimum subscription in the rights issue of approximately DKK 13.40 million, corresponding to approximately 85 percent of the rights issue. Approximately DKK 4.44 million refers to pre-subscription commitments and approximately DKK 8.93 million to guarantee commitments.
Dilution: An existing shareholder’s percentage of ownership in Brain+ may be reduced, or diluted, upon issue of units, if he/she refrains from exercising all the pre-emptive unit rights allocated. The dilution can be up to 66.7 percent if the initial issue is fully subscribed. Shareholders can partially protect themselves from dilution by either partly exercising the allocated pre-emptive unit rights or selling them over the market.
Timeline for Rights Issue*
8 May
First day of trading of pre-emptive unit rights
9 May
Record date for obtaining pre-emptive unit rights
10 May
First day of subscription period
23 May
Last day of trading of pre-emptive unit rights
25 May
Last day of subscription period
7 June
Expected first day of trading of the new shares and warrants
* Timeline is indicative
Web conference with Brain+
On Monday 15 May 2023 at 16:00 CEST, Brain+ will host an online Investor Update. The replay is available here and also a written transcript of the Q&A.
Information in this information folder 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. Unless otherwise expressly stated in the prospectus, pre-emptive rights, BTUs, warrants and new shares may not be offered, sold transferred or delivered, directly or indirectly in or to any of these countries.
Further information
* This information document constitutes marketing and is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council. The invitation to subscribe for securities in Brain+ A/S (”Brain+” or the ”Company”) is made only by means of the prospectus published on 24 April 2023, which is available, inter alia, on Brain+ website (www.brain-plus.com). Investors should not subscribe for any securities referred to in this information document based on information other than that contained in the prospectus.