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PTA-News: Biofrontera AG: Biofrontera executes capital reduction and capital increase

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Leverkusen, Germany (pta035/08.05.2024/17:00) - At the Extraordinary General Meeting on April 4, 2024, it was resolved to reduce the share capital of Biofrontera AG (Frankfurt Stock Exchange: B8F) from EUR 63,807,058.00 to EUR 3,038,431.00, with a merger ratio of 21:1. Following this resolution and with the approval of the Supervisory Board, the Executive Board has decided to carry out a capital increase for cash in which up to 3,038,431 new shares will be issued, with existing shareholders being granted subscription rights. The subscription price for each new share is EUR 1.10.

Both measures will now be implemented simultaneously in securities matters, as follows:

On May 13, 2024, trading in Biofrontera shares under the previous ISIN DE0006046113 will be discontinued. From May 14, 2024, the existing shares will be listed under the new ISIN DE000A4BGGM7 (converted shares).

The capital reduction in the securities accounts will be implemented by combining 21 existing shares into one converted share. The custodian banks will compensate for holdings that cannot be divided by 21 (fractional shares).

The subscription rights for the capital increase will be booked into the shareholders' securities accounts on May 16, 2024, with record day May 15, 2024. For technical reasons, one right to subscribe to one new share is therefore represented by 21 subscription rights in the securities account, and accordingly, 21 subscription rights must be delivered for the subscription of one (1) new share.

The subscription period for the new shares and trading in the subscription rights on the open market of the Hamburg Stock Exchange will also begin on May 16, 2024.

Shareholders may also submit subscription requests in excess of their statutory subscription rights (so-called oversubscription rights). If not all new shares are subscribed within the scope of the statutory subscription right, the unsubscribed shares will be allocated to the shareholders who have exercised their oversubscription right.

Deutsche Balaton has already agreed to subscribe for and acquire up to 1.6 million new shares, which is secured by a backstop agreement.

The rights offering will take the form of a public offering, which, in accordance with applicable regulations, does not require the preparation and publication of a securities prospectus. Shareholders who subscribe for shares as part of the public subscription offer will receive existing shares admitted to trading after the capital increase has been entered in the commercial register. This will be made possible by a securities loan from the Balaton Group, which in turn will receive the new shares not admitted to trading. In this way, it is avoided that shares that can be traded on the stock exchange can only be delivered after a securities prospectus has been drawn up in several months.

The subscription period runs from May 16, 2024 (inclusive) to May 31, 2024, at midnight (CEST). Subscription rights that are not exercised on time will expire and will be derecognized without value after the subscription period has expired. There will be no compensation for subscription rights not exercised.

Biofrontera AG recommends that shareholders inform themselves about the current conditions and risks before exercising their subscription rights and purchasing new shares. Further details on the capital increase and the subscription rights are available on the company's website.

Further information can be found in the announcement on the capital reduction and the rights offering, which was published today in the Federal Gazette and is also available for download on the company's website at




emitter: Biofrontera AG
address: Hemmelrather Weg 201, 51377 Leverkusen
country: Germany
contact person: Investor Relations
phone: +49 (0) 214 87 63 20

ISIN(s): DE0006046113 (share)
stock exchanges: regulated market in Dusseldorf, Frankfurt; free market in Munich, free market in Stuttgart; open market in Berlin, Tradegate

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Biofrontera is listed on the Frankfurt Stock Exchange (B8FK).