Company announcement, Helsinki, 26 March 2019 at 3.20 pm
NOT TO BE PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY TO THE UNITED STATES OF AMERICA, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTHERN AFRICA OR TO ANY OTHER COUNTRY WHERE THE DISTRIBUTION OR PUBLICATION IS ILLEGAL.
Nexstim Plc (NXTMH:HEX, NXTMS:STO) ("Nexstim" or "Company"), the targeted neuromodulation company developing and marketing pioneering navigated personalised, non-invasive brain stimulation systems for the treatment of Major Depression Disorder (MDD), refers to the company announcement dated 12 March 2019 and announces, that in accordance with the authorisation granted by the annual general meeting of the Company on 25 March 2019, the Board of Directors of Nexstim Oyj has today decided to arrange a rights issue of approximately EUR 5.2 million (the “Offering”) with additional warrants enabling the Company to raise up to a maximum of approximately EUR 2.6 million (the “Offer Warrants”).
Summary of the Offering
Nexstim's EUR 5.2 million issue of new shares ("Offer Shares") is subscription rights issue, in which current shareholders have a pre-emptive right.
Each shareholder of Nexstim receives one (1) book-entry subscription right which entitles to subscribe Offer Shares ("Subscription Right") against each of the Company's share held by a shareholder on March 28, 2019 ("Record Date").
Each one (1) Subscription Right grants a right to subscribe for fourteen (14) Offer Shares at the subscription price of EUR 0.115 per Offer Share ("Subscription Price"). The Subscription Price for the Offer Shares that are registered with Euroclear Sweden and listed on the First North Sweden marketplace which is maintained by Nasdaq Stockholm AB, is 1.20 SEK per Offer Share.
The subscription period for the Offer Shares begins on 2 April 2014 at 9.30 am Finnish time (8.30 Swedish time) and ends on April 26, 2019. 16.30 Finnish time (15.30 Swedish time) in Finland and 24.4.2019 at 16.30 Finnish time (15.30 Swedish time) in Sweden.
The Subscription Rights are freely transferable and are expected to be traded on the First North Finland marketplace (trading symbol NXTMHU0119) which is maintained by Nasdaq Helsinki Ltd (”First North Finland”) and on the First North Sweden marketplace which is maintained by Nasdaq Stockholm AB (“First North Sweden”) (trading symbol NXTMS TR) between April 2, 2016 and April 18, 2016.
Terms and conditions of the Offering and the Offer Warrants
A total of approximately EUR 4.8 million can be collected with the Offering after deducting the costs of the Offering (taking into account the fees related to underwriting commitments which may be paid in full or in part in the Company's shares) if the Offering is subscribed in full. If the maximum number of Offer Warrants under the terms and conditions of the Offering are issued and all special rights are used to subscribe for the Company's shares, the Company will collect at least about EUR 2.6 million with the Offer Warrants.
Underwriting commitments have been given in a way that the amount of the underwriting commitments correspond to approximately 20.6 percent of the Offering, which means that the underwriting commitments amount to about EUR 1.1 million.
Nexstim will give all shareholders registered in Nexstim’s shareholder register maintained by Euroclear Finland Oy (“Euroclear Finland”) or Euroclear Sweden AB (“Euroclear Sweden”) one (1) book-entry subscription right (“Subscription Right”) per each share held on the record Date. Each Subscription Right entitle the holder to subscribe for 14 Offer Shares. The Company thus offers its shareholders a maximum of 45,552,444 new shares to be subscribed for in accordance with the pre-emptive subscription right of the shareholders. If all Offer Shares have not been subscribed for on the basis of the Subscription Rights, the Board of Nexstim will decide on the allocation of the Offer Shares n question as follows: a) first to those who have subscribed for the Shares on the basis of the Subscription Right and b) secondarily to those who have subscribed for the Shares without Subscription Rights (in case of over-subscription the situation is settled in proportion to the Subscription Rights / subscriptions which have been made and if that is not possible, by lot).
If the Offering is subscribed in full, a share issue against payment may be directed to the investors who have given an underwriting commitment by using the Subscription Price of the Offering.
In addition, Offer Warrants shall be issued free of charge to the persons who subscribed for the Offer Shares in the Offering and such investors who participate in the directed issue potentially arranged in connection with the Offering, so that for each two (2) Offer Shares or shares offered in the directed issue subscribed and paid for, the subscription of which the Board of Directors has approved, the subscriber receives one (1) Offer Warrant which may be used for subscription of one (1) share of the Company in accordance with the applicable terms of the Offer Warrants. The share subscription price is determined by the volume weighted average price of the Company’s share on First North Finland between 7 October 2019 and 18 October 2019, with an applied discount of 25 per cent, the subscription price being, however, at least EUR 0.115 per share. The subscription period for shares subscribed against the Offer Warrants is 22 October - 4 November 2019.
The following function as subscription locations: a) In Finland, custodians and account operators and b) In Sweden, custodians. Directly registered shareholders subscribe at Aqurat Fondkommission AB’s website www.aqurat.se and by mail to Aqurat Fondkommission AB at P.O. Box 7461, SE-111 22 Stockholm, Sweden (firstname.lastname@example.org, tel. +46 8-684 05 800).
Reasons for the Offering and use of proceeds
The Offering is expected to support the growth and operational strategy of the Company. Nexstim expects to use the net proceeds from the Offering and Offer Warrants mainly to fund the marketing and similar commercialization efforts for increasing the sales of the Company's NBT System in the depression treatment, and with current cash in bank and at hand to finance repayment of its existing loans.
In particular, Nexstim intends to use the proceeds of the Offering and the Offer Warrants to:
Develop and grow its sales and marketing organization by hiring new personnel particularly in the US market
Finance its NBT System purchases
Repayments of existing loans of the Company
Evaluate new clinical trials in the area of chronic neuropathic pain
Finance its R&D and other working capital needs
General corporate purposes
The Company has an outstanding loan for working capital needs of EUR 4 million given by a company called Kreos Capital V (UK) Limited (”Kreos” and “Kreos Loan”) with loan terms according to which the Company is liable to repay an amount of EUR 1.0 million during 2019. Also, according to the loan terms Kreos may call back the Loan (at the moment 4,37 MEUR) if the financial situation of the Company deteriorates. If the Offering is subscribed by a materially lower amount than the maximum number of the Offer Shares, it is possible that, after the Offering proceedings has been completed, Kreos will claim early repayment of the Kreos Loan with accrued interests and expenses. In the current situation, the Company's cash in hand and at bank would still be sufficient for early repayment of the Kreos Loan with accrued interests and expenses. In any event, any early repayment would have a material effect on the extent to which the Company is able to use the net proceeds received from the Offering and the Offer Warrants for purposes other than the repayment of loans. However, the Company considers that the primary purpose of the Offering and the Offer Warrants are to finance the commercialization efforts and other aforementioend business needs.
The planned schedule for the Offering is:
Record Date of the Offering
Trading in Subscription Rights in Finland and Sweden
Subscription period in Sweden
Subscription period in Finland
Trading in the Temporary Shares commences
Results of the Offering are announced (estimated)
Last day of trading in the Temporary Shares on First North Finland (estimated)
Last day of trading in the Temporary Shares on First North Sweden (estimated)
Offer Shares registered with the Finnish Trade Register (estimated)
Offer Shares will be subject to trading in Finland
Offer Shares will be subject to trading in Sweden
Trading in the warrants commences in Finland and Sweden
The Company has prepared a prospectus which the Finnish Financial Supervisory Authority is expected to approve today on 26 March 2019.
The Nexstim Investor Presentation will be held in Helsinki on Wednesday, March 27, 2019, from 18:30 to 19:00 as part of the “Osakesäästäjien yhtiöilta” event in Helsinki, Technopolis Ruoholahti, Hiilikatu 3. In addition, the Nexstim Investor Presentation will be held in Stockholm on Monday 1 April 2019 at 11.30-12.00 as part of the Aktiespararna Investor Lunch Event “Aktielunch Stockholm”, Birger Jarl Hotel, Birger Jarlsgatan 61A. In addition, the Stockholm Investor Presentation will be broadcasted live in English. Learn more about both events on the Nexstim website at https://www.nexstim.com/news-and-events/events.
Sisu Partners Oy acts as a Financial advisor of the Company in the Offering and Attorneys at Law Trust Ltd acts as a Legal advisor of the Company in matters pertaining to Finnish law.
Martin Jamieson, CEO
Further information is available on the website www.nexstim.com or by contacting:
Martin Jamieson, Chairman and CEO
+44 771 516 3942
Sisu Partners Oy (Certified Adviser)
+ 358 40 842 4479
Citigate Dewe Rogerson
David Dible/Shabnam Bashir/ Sylvie Berrebi
+44 (0)207 2822949
About Nexstim Plc
Nexstim is a medical technology company focused on the development and commercialization of its world-leading SmartFocusTM TMS technology, a non-invasive brain stimulation system for the treatment of Major Depressive Disorder (MDD). The Company's proprietary Navigated Brain Therapy (NBT®) system, a highly sophisticated 3D navigation, is the only personalised, navigated transcranial magnetic stimulation (TMS) approach providing accurate targeting of the TMS to the specific area of the brain associated with MDD.
Nexstim's NBT® system has been launched in the US for the treatment of MDD following clearance from the FDA for marketing and commercial distribution for this indication. The NBT® system is CE marked in Europe for the treatment of major depression and chronic neuropathic pain.
In addition, Nexstim is commercialising its Navigated Brain Stimulation (NBS) system for diagnostic applications, based on the same technology. The NBS system is the only FDA cleared and CE marked navigated TMS system for pre-surgical mapping of the speech and motor cortices of the brain. Nexstim shares are listed on the Nasdaq First North Finland and Nasdaq First North Sweden.
For more information please visit www.nexstim.com
The information contained in this announcement is not intended to be published or distributed, directly or indirectly, in the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. The information contained in this announcement does not constitute an offer for the sale of securities in the United States, and the securities may not be offered or sold in the United States unless they are registered in accordance with the United States Securities Act of 1933 (as amended) and regulations and regulations issued under it, or unless there is an exemption from registration. Nexstim Plc ("the Company") does not intend to register any part of the Offering in the United States and does not intend to provide securities to the public in the United States.
There are specific legal or regulatory limitations on the issue, offering, use and / or sale of securities in certain countries. The Company and Sisu Partners Oy are not liable if such restrictions are violated.
The information contained in the announcement does not constitute an offer to sell or bid for the securities listed in the announcement, and the securities are not sold or offered in areas where the offering, acquisition or sale of such securities would be unlawful prior to their registration or exemption from registration or other approval under the Securities Act of the respective areas. Investors should not accept the offer of securities referred to in this release or acquire the securities referred to in this release unless they do so on the basis of the information contained in the Prospectus published by the Company.
With the exception of Finland and Sweden, no Member State of the European Economic Area that has implemented the Prospectus Directive (each "Relevant Member State") has not made and will not take any measures to provide securities to the public that would require publication of a prospectus in a Relevant Member State. As a result, securities may be offered in Relevant In Member States, only (a) legal entities qualifying as qualified investors as defined in the Prospectus Directive; For the purposes of this paragraph, the term "providing securities to the public" means communication in any manner and with sufficient information about the terms of the offer and the securities offered, so that the investor can decide on the use, purchase or subscription of the securities, as the expression may vary as a result of the implementation measures taken in a Member State. The term "Prospectus Directive" means Directive 2003/71 / EC (as amended, including the 2010 Revision Directive, insofar as it is implemented in a Relevant Member State) and contains all relevant implementing measures in the Relevant Member State, and "2010 Revision Directive" means Directive 2010/73/EU.
The information presented here is for (i) persons outside of the UK or (ii) for persons with professional experience of investing in accordance with the Financial Services and Markets Act (2000 - Financial Promotion), and the rule set forth in 2005 (”the Rule”) and as described in article 19(5) of the Act and (iii) high net worth entities pursuant to Rule 49 (2) or other persons to whom the document may be lawfully communicated (all the above mentioned persons together referred to as: ”Relevant Persons”). All investment activities related to this announcement are only available to Relevant Persons and will only be undertaken with Relevant Persons. Anyone who is not a Relevant Person should not act on the basis of this document or rely on its contents.