B.R.A.I.N. Biotechnology Research and Information Network AG resolves on a cash capital increase from authorised capital.

B.R.A.I.N. Biotechnology Research And Information Network AG / Key word(s): Capital Increase
B.R.A.I.N. Biotechnology Research and Information Network AG resolves on a cash capital increase from authorised capital.

03-Jun-2020 / 18:55 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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B.R.A.I.N. Biotechnology Research and Information Network AG resolves on a cash capital increase from authorised capital.

Zwingenberg, Germany, 3 June, 2020. The Management Board of B.R.A.I.N. Biotechnology Research and Information Network AG ("BRAIN", or the "Company") has resolved, with the approval of the Supervisory Board, to increase the Company's share capital against cash contribution by issuing new registered shares with no par value with targeted proceeds of approximately EUR 13 million. Each such share has a notional value of EUR 1.00 of the Company's share capital (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 full dividend rights for the fiscal year 2019/2020 beginning on October 1, 2019.

The Company intends to use the net proceeds from the Capital Increase (i) to finance capital expenditures intended to increase the efficiency of the Company's production process in the enzymes area; (ii) to accelerate R&D for product development; (iii) for opportunistic bolt-on acquisitions; (iv) for the buy-out of certain minority shareholders in the Company's subsidiaries; and (v) for general corporate purposes.

BRAIN's main shareholder has also announced its intention to participate in the Capital Increase. 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 4 June 2020.

The New Shares are expected to be admitted to trading without a prospectus on 9 June 2020, and on 11 June 2020, included in the quotation of the existing shares on the regulated market of the Frankfurt Stock Exchange (Prime Standard).

Following the transaction, the Company will be subject to a lock-up period, with market standard exceptions, ending 180 calendar days after the Closing Date.

ABOUT BRAIN.

B.R.A.I.N. Biotechnology Research and Information Network AG (BRAIN AG; ISIN DE0005203947 / WKN 520394) is one of Europe's leading technology companies in the field of industrial biotechnology, the core discipline of Bioeconomy. As such, BRAIN identifies previously untapped, efficient enzymes, microbial producer organisms or natural substances from complex biological systems that can be put to industrial use. The innovative solutions and products developed through the help of this 'Toolbox of Nature' are successfully applied in the chemistry, the cosmetics and food industries. BRAIN's business model is based on two pillars: the BioScience and the BioIndustrial segment. The BioScience segment is mainly comprised of the research and development business with industrial partners (the 'Tailor-Made Solutions' cooperation business), and the company's own research and development. The BioIndustrial segment consists mainly of the industrially scalable products business. Further information is available at www.brain-biotech.com.

DISCLAIMER.

B.R.A.I.N. Biotechnology Research and Information Network AG takes sole responsibility for the contents of this announcement. This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities of B.R.A.I.N. Biotechnology Research and Information Network AG. In connection with this transaction there has not been, nor will there be, any public offering of the New Shares.

The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons reading this announcement should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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 B.R.A.I.N. Biotechnology Research and Information Network AG in the United States. The New Shares of B.R.A.I.N. Biotechnology Research and Information Network 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. B.R.A.I.N. Biotechnology Research and Information Network 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. B.R.A.I.N. Biotechnology Research and Information Network 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

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ('MiFID II'); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the 'MiFID II Product Governance Requirements'), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (a 'Manufacturer') (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that the New Shares are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (a 'Target Market Assessment'). Any person subsequently offering, selling or recommending the New Shares (a 'Distributor') should take into consideration the Manufacturers' relevant Target Market Assessments; however, each Distributor subject to MiFID II is responsible for undertaking its own Target Market Assessment in respect of the New Shares (by either adopting or refining the Manufacturers' Target Market Assessments) and determining, in each case, appropriate distribution channels. In respect of the New Shares, notwithstanding the Target Market Assessment, Distributors (for the purposes of the MiFID II Product Governance Requirements) should note that: (i) the price of the New Shares may decline and investors could lose all or part of their investment; (ii) the New Shares offer no guaranteed income and no capital protection; and (iii) an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the New Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.

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.

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