CORPORATE ACTION: THE EXERCISE PERIOD FOR BRAIN+ WARRANTS OF SERIES TO 3 IS RUNNING FROM MONDAY 11 MARCH TO FRIDAY 22 MARCH 2024
(NB! FOR WARRANT HOLDERS WITH THEIR WARRANTS IN DEPOSIT AT NORDNET OR AVANZA, THE LAST DAY FOR EXERCISE IS 20 MARCH 2024)
So far, Brain+ management and board of directors have committed to exercise all their warrants of series TO 3 and provide guarantees to cover in total 6% of the issue. A further 52% is covered by exercise and guarantor commitments from the company’s largest shareholders.
See link to the Corporate Announcement from 11 March 2024 at the bottom of this page.
Background
Brain+ completed a pre-emptive rights issue of units in May 2023. As part of the issue, a total of 28,542,348 warrants of series TO 2 and 28,542,348 warrants of series TO 3 were issued, with each warrant giving the holder the right to subscribe for one (1) new share in the company during a future period with a discount to the existing share price. The exercise of warrants of series TO 2 was completed in October 2023 at an exercise price set at DKK 0.20 per new share.
The exercise of warrants of series TO 3 was set for execution in March 2024 at an exercise price equal to 70% of the volume-weighted average price of the existing Brain+ share calculated over a period of 20 trading days, running from 8 February 2024 up to and including 6 March 2024, however not to fall below DKK 0.30 or to exceed DKK 1.20 per share.
Removal of exercise price limits announced on 7 March 2024
Despite significant operational progress and important milestones reached for Brain+ and its digital health business, the company’s share price has declined to a level below the minimum exercise price of DKK 0.30 set for the warrants of series TO 3.
To align with the intentions of the unit rights issue in 2023, that the warrants of series TO 3 should represent value and an attractive opportunity for the warrant holders, Brain+ on 7 March 2024 announced a decision by the company’s board of directors to remove the previously set minimum and maximum exercise price levels for the warrants of series TO 3. In accordance with the original terms, the exercise price was then set at DKK 0.11. See Company Announcement from 7 March 2024, to which a link is also available at the bottom of this page.
Further, to allow time for the changed exercise price terms to be digested and absorbed by the market including by Brain+ share and warrant holders, custodian banks, and other stakeholders, the first day of the exercise period was moved forward by one trading day, from previously Friday 8 March 2024 to Monday 11 March 2024. The last day of the exercise period was unchanged.
Terms for the TO 3 warrant exercise
The warrants must be exercised to subscribe for new shares no later than 22 March 2024. Each holder is encouraged to check the last day of execution as set by their custodian bank. For Brain+ TO 3 warrants held in deposit at Nordnet, the last day of exercise is Wednesday 20 March 2024.
To be up to date on Brain+, including on the status of and outlook for the company’s activities and business, you can find a list of published Company Announcements and Investor News under Announcements and financial documents. We also recommend to watch the company’s most recent investor webinars, which can be accessed here: Event calendar
TO 3 warrants are traded under the ticker BRAINP TO 3 (ISIN: DK0062272522) and can be bought and sold until and including 20 March 2024.
For further information regarding the TO 3 warrants, please read the FAQ document. See link to the FAQ document at the bottom of this page.
Complete terms and conditions for the warrants of series TO 3 can be found in the prospectus approved by the Danish Financial Supervisory Authority and published by the Company on 24 April 2023. See link to the prospectus at the bottom of this page. The prospectus is also available on the Danish Financial Supervisory Authority’s website (https://oam.finanstilsynet.dk).
Summary of the TO 3 warrant terms
Exercise period: 11 – 22 March 2024
(the last day of exercise can be earlier in some custodian banks)
Exercise price: DKK 0.11
Last day of trading in warrants of series TO 3: 20 March 2024 (BRAINP TO 3 – ISIN: DK0062272522)
Issue volume: 28,542,348 warrants of series TO 3 which entitle to a maximum subscription of 28,542,348 new shares. If all warrants are exercised, the Company will receive approximately DKK 3.14 million before transaction related costs.
Dilution: Upon full exercise of warrants of series TO 3, the number of shares of nominal value DKK 0.10 each will increase by 28,542,348 shares from 65,462,430 shares to 94,004,778 shares, and the share capital will increase by DKK 2,854,234.80 from DKK 6,546,243.00 to DKK 9,400,477.80. If all warrants of series TO 3 are exercised, the dilution of the number of shares and votes in the Company amounts to approximately 30.36%.
How to Exercise Warrants:
A pre-condition for investors to participate in the warrant exercise, is that they have warrants in their deposit account. Investors who do not hold any warrant, can purchase warrants over the market until 20 March 2024.
Investors who have their warrants in either a custody account, an investment savings account, or in capital insurance with custodian registered ownership, can subscribe and pay for the subscription directly to the respective custodian bank. Detailed instructions on the warrant exercise procedures are typically available on the custodians’ webpages under Corporate Actions.
To get more information and instructions on how to exercise warrants, please reach out to your custodian bank well in advance before the exercise period’s final day. It’s important to note that banks and managers typically require advance notification of the use of warrants to subscribe for new shares before the exercise period concludes.
Investors with Nordnet as custodian bank, must for instance notify on warrant exercise and subscription the latest on 20 March 2024.
Compensation:
As a consequence of the amendment of terms for the exercise of the warrants of series TO 3, Brain+ will make compensation available to any investor who suffers a financial loss due to the amendment. The criteria to be eligible for such compensation was announced on 7 March 2024 and can be found under this link.
For investors, who have suffered a loss, an application form for compensation can be downloaded here. The application for compensation must be sent to contact@brain-plus.com together with relevant documentation from the bank no later than 15 April 2024.
Please see below a worked example of how such compensation will be calculated:
In the period 13 June 2023 and 6 March 2024, the following sell transactions of BRAINP TO3 warrants are carried out:
Sell transaction (1): sell 5,000 warrants @ DKK 0.010
Sell transaction (2): sell 10,000 warrants @ DKK 0.005
Sell transaction (3): sell 15,000 warrants @ DKK 0.020
Volume-weighted average selling price = DKK 0.013
In the period 7 March to 20 March 2024, the following repurchase transactions of BRAINP TO3 warrants are carried out:
Buy transaction (1): buy 7,500 warrants @ DKK 0.012
Buy transaction (2): buy 10,000 warrants @ DKK 0.015
Buy transaction (3): buy 5,000 warrants @ DKK 0.025
Volume-weighted average repurchase price = DKK 0.0162
All 22,500 repurchased warrants are exercised.
The eligible compensation is = 22,500*[DKK 0.0162 – DKK 0.013]) = DKK 65.00
Further examples and a template for calculation of the compensation can be accessed here:
