The acceptance period for the voluntary public barter offer made by BRAIN FORCE
HOLDING AG to the shareholders of Brain Force Financial Solutions AG involving non-admitted new shares (ISIN DE000A0D66R9 / WKN A0D66R) expired at 4pm on 19th September 2005.
An offer by SCI AG, also made to shareholders of Brain Force Financial Solutions AG shortly before the end of our barter offer and involving non-admitted new shares, put an end to our barter offer, which had attracted strong interest up to that point. Despite this, the minimum objective of our offer - to secure a shareholding of at least 90% - was just achieved.
Under the terms of the barter offer, BRAIN FORCE HOLDING AG acquired a total of 49,602 non-admitted shares in Brain Force Financial Solutions AG. Following the transaction of this barter offer, BRAIN FORCE HOLDING AG holds a 90.39% shareholding in Brain Force Financial Solutions AG.
The Executive Board of BRAIN FORCE HOLDING AG would also like to announce that the acceptance period for a new voluntary, public barter offer to the shareholders of Brain Force Financial Solutions AG will begin on 23rd September 2005 and end on 10th October 2005 at 4pm (central European summer time). The share exchange for this repeated offer will not take place before the expiry of the stated acceptance period. BRAIN FORCE HOLDING AG reserves the right to extend the acceptance period.
This new barter offer is aimed exclusively at all shareholders of Brain Force Financial Solutions AG who did not acquire new shares admitted for quotation on the stock exchange from the capital increase of €1,500,000 (decided by Brain Force Financial Solutions AG in March 2005 and performed in July 2005) at an issue price of €1.00 per share ("New Shares").
For every (one) New Share in Brain Force Financial Solutions AG (ISIN DE000A0D66R9 / WKN A0D66R), one share in BRAIN FORCE HOLDING AG (ISIN AT0000820659 / WKN 919331) will be offered for exchange, subject to an additional cash payment of €4.00 (four euros) per share.
The shares in BRAIN FORCE HOLDING AG offered for exchange will be issued either completely from the holding of own shares, or partly from this source and partly from a share loan. The shares are thus already admitted to trading on the Regulated Market and a section of the Regulated Market with additional permission requirements (Prime Standard) on the Frankfurt Stock Exchange as well as the Prime Market segment (official trading) on the Vienna Stock Exchange.
The relevant announcement will be published in the Financial Times Deutschland on 22nd September 2005.
Full details of this exclusive barter offer will be sent to interested shareholders of Brain Force Financial Solutions AG who request information by telephone (+43/1/2630909-12). With immediate effect, details can also be downloaded from the home page of BRAIN FORCE HOLDING AG (www.brainforce.com, click on "Investors") and from the home page of VEM Aktienbank AG http://www.vem-aktienbank.de/.
Vienna, September 2005
The Executive Board
 |