Company announcement, inside information, Helsinki, 10 June 2020, at 8:00 pm (EEST)
NOT FOR PUBLICATION OR DISTRIBUTION, EITHER DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA OR SINGAPORE, OR IN ANY OTHER COUNTRY WHERE PUBLICATION OR DISTRIBUTION WOULD BE AGAINST THE LAW
According to the final results of the rights issue of Nexstim Plc (NXTMH:HEX, NXTMS:STO) (“Nexstim” or “the Company”) (“the Share Issue”) that ended on 25 May 2020 in Sweden and on 27 May 2020 in Finland, the Share Issue was oversubscribed, and the number of share subscriptions corresponded to 273% of the offered shares. Of the 376,719,780 new shares offered in the Share Issue (“the Offer Shares”) 336,033,654 were subscribed using subscription rights (approximately 89.2% of the Offer Shares), so that the remaining Offer Shares, i.e. 40,686,126 Offer Shares (approximately 10.8% of the Offer Shares) were allocated in compliance with the terms and conditions of the Share Issue to the secondary subscriptions by those having subscribed on the basis of subscription rights. According to the final results of the Share Issue, no Offer Shares were allocated to anyone subscribing Offer Shares without subscription rights.
The final results indicate that the parties making subscription commitments, i.e. Capricorn Healthtech Fund, Kaikarhenni Oy, Ossi Haapaniemi with his related-party companies, as well as members of the Company’s management team and some members of its Board of Directors, have subscribed a total of 110,371,150 shares, corresponding to approximately 29.3 per cent of all Offer Shares and approximately EUR 0.66 million.
Due to subscription price in SEK and respective currency difference, Nexstim raised with the Share Issue gross funds of approximately EUR 2.2 million, which, after deduction of the fees and expenses of the Share Issue, amounted to approximately EUR 2.1 million.
The Share Issue in brief
- In the rights issue of Nexstim, the Company’s shareholders had the primary right of subscription.
- Each Nexstim shareholder received one (1) subscription right of book-entry format (“Subscription Right”), entitling them to the subscription of Offer Shares for each Company share held on the record date of the Share Issue, 6 May 2020 “the Record Date”).
- Each (1) Subscription Right entitled the holder to the subscription of six (6) Offer Shares at the subscription price of EUR 0.006 or SEK 0.06 per Offer Share (“the Subscription Price”).
- Therefore, in the Share Issue, the Company offered its shareholders a maximum of 376,719,780 new shares of the Company for subscription.
- The subscription period of the Offer Shares began on 11 May 2020 in Finland and Sweden.
- The Subscription Rights are freely transferable and traded in the Nasdaq First North Growth Market Finland trading facility (“First North Finland”), maintained by Nasdaq Helsinki Oy under the trading symbol NXTMHU0120, and in the First North Growth Market Sweden market facility (“First North Sweden”), maintained by Nasdaq Stockholm AB under the trading symbol NXTMS TR, from 11 May 2020 to 20 May 2020.
- The subscription period of the Offer Shares ended on 25 May 2020 in Sweden and on 27 May 2020 in Finland.
Approval of the subscriptions and allocation of the Offer Shares
In the Share Issue, subscriptions were made for a total of 1,029,802,417 shares, which means that the number of share subscriptions corresponded to 273% of the number of Offer Shares. For First North Finland, approximately 61.98% of the Subscription Rights were used, and for First North Sweden, approximately 27.28% of the Subscription Rights were used, which means that approximately 89.20% of all Offer Shares were subscribed using Subscription Rights.
On 10 June 2020, the Board of Directors of Nexstim approved the subscriptions made in the Share Issue using Subscription Rights for a total of 336,033,654 Offer Shares as well as the secondary subscriptions by those having subscribed on the basis of Subscription Rights, approved on the basis of the terms and conditions of the Share Issue, for a total of 40,686,126 Offer Shares. For the part that the Company did not allocate the Offer Shares subscribed and paid for in compliance with the investor’s subscription order to the investor concerned due to the fact that the Share Issue was oversubscribed, the Company will refund the investor the subscription price corresponding to the Offer Shares not received in compliance with the terms and conditions of the Share Issue.
Registration of the Offer Shares and commencement of trading
In deviation from the terms and conditions of the Share Issue approved on 30 April 2020, (section “Registration and delivery of the Offer Shares”), the trading in the temporary shares corresponding to the Offer Shares subscribed for based on the Subscription Rights in Sweden (”betalda teckande aktier”) ends on First North Sweden on 12 June 2020.
The Offer Shares will produce the shareholder’s rights in the Company once they are registered with the Trade Register, which is expected to take place on approximately 12 June 2020. The delivery and combination will take place on approximately 15 June 2020 in the book-entry system maintained by Euroclear Finland, and the Offer Shares are expected to be subject to trading together with the Company’s existing shares on approximately 15 June 2020 on First North Finland. The delivery and combination will take place approximately on 18 June 2020, in the book-entry system maintained by Euroclear Sweden, and the Offer Shares will be subject to trading together with the Company’s existing shares approximately on 16 June 2020 on First North Sweden.
As a result of the Share Issue, the number of the Company’s shares will increase by 376,719,780 shares from 62,902,976 shares to a total of 439,622,756 shares.
Leena Niemistö, Chair of the Board
Further information is available on the website www.nexstim.com or by contacting:
Leena Niemistö, Chair of the Board
+358 9 2727 170
Sisu Partners Oy (Certified Adviser)
+358 40 842 4479
About Nexstim Plc
Nexstim is a Finnish medical technology company operating in international markets. Our mission is to enable the individual and efficient diagnosis and treatment of challenging brain diseases and disorders.
Nexstim has developed a pioneering non-invasive brain stimulation technology entitled SmartFocus®. SmartFocus® is based on transcranial magnetic stimulation (TMS) combined with a 3D navigation system. The unique technology allows the required area of brain to be stimulated accurately and individually.
The SmartFocus® TMS technology is used in NBT® (Navigated Brain Therapy) equipment developed by Nexstim. Marketing and distribution of the equipment for the treatment of serious depression in the USA has been authorised by FDA. NBT® equipment has been CE approved in Europe for the treatment of serious depression and chronic neuropathic pain.
Furthermore, Nexstim is marketing the Navigated Brain Stimulation (NBS) equipment, developed by it and based on SmartFocus® TMS technology. Nexstim’s NBS system is the only FDA cleared and CE marked navigating TMS equipment for the pre-surgical mapping of the speech and motor cortices of the brain. Nexstim shares are listed on the Nasdaq First North Growth Market Finland and Nasdaq First North Growth Market Sweden trading facilities.
The information in this announcement is not intended for publication or distribution either directly or indirectly in Australia, South Africa, Hong Kong, Japan, Canada Singapore or the United States. The information in the announcement does not constitute an offer to sell securities in the United States, and securities must not be offered or sold in the United States, unless they are registered in compliance with U.S. Securities Act of 1933 (as amended) and any statutes and regulations issued pursuant to it, or unless there is an exemption from the registration requirement. Nexstim Plc (“the Company”) does not intend to register any part of the offer concerning securities in the United States or to offer the securities to the general public in the Unites States.
Distribution of this announcement may be restricted by law, and persons acquiring the documents or other information referred to in this announcement must obtain the details of these restrictions and abide by them. The Company will not be liable for any breaches of these restrictions.
The information in the announcement does not constitute an offer to sell or an offer request to acquire the securities referred to in the announcement, and the securities will not be sold or offered in regions where the offering, acquisition or sales of these securities would be against the law before obtaining an exemption from the registration requirement or some other authorisation compliant with the securities legislation of the regions concerned.
In any EEA country except Finland and Sweden, this announcement is addressed solely to persons defined as experienced investors in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the Prospectus Regulation).
The information presented herein is only addressed to (i) persons resident outside the United Kingdom or to (ii) persons with professional experience of investments in the manner referred to in Article 19(5) of the Order 2005 (“the Order”) of the Financial Services and Markets Act (Financial Promotion) and to (iii) high net worth entities compliant with Order 49(2) or to other persons who can be lawfully informed of the document (all above persons collectively referred to as “the Relevant Persons”). All investment activities related to this announcement is only available to Relevant Persons and will only be undertaken with the Relevant Persons. No-one who is not a relevant Person must act on the basis of this document or rely on its contents.