Company announcement, inside information, Helsinki, 1 June 2020 at 8:30 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NOT FOR PUBLICATION OR DISTRIBUTION, EITHER DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA OR SINGAPORE, OR IN ANY OTHER COUNTRY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.
The subscription period of Nexstim Plc’s (NXTMH:HEX, NXTMS:STO) (“Nexstim” or “the Company”) rights issue of approximately EUR 2.3 million (“the Share Issue”) ended on 25 May 2020 in Sweden and on 27 May 2020 in Finland. The preliminary results indicate that the Share Issue was oversubscribed and a total of 273% shares were subscribed for of the shares offered. Of the 376,719,780 new shares offered in the Share Issue (“the Offer Shares”), 336,033,654 Offer Shares (approximately 89,2% of the Offer Shares) were subscribed using subscription rights which means that 40,686,126 Offer Shares (approximately 10.8% of the Offer Shares) would be allocated in accordance with the terms and conditions of the Share Issue. The preliminary results indicate that no Offer Shares would be allocated to those who subscribed without subscription rights.
The preliminary results indicate that the parties who have provided 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.
Mikko Karvinen, CEO of Nexstim: “I wish to thank all shareholders that have subscribed for offer shares. We are very pleased with the preliminary results of the share issue, given the current investment environment that is particularly challenging due to the COVID-19 pandemic. In spite of the short-term challenges, I am confident that the demand for treatment methods of serious brain diseases and disorders will continue. We will seek to utilise the commercial potential of Nexstim's SmartFocus® TMS technology in this development with the funds raised with the share issue.”
Trading in the temporary shares corresponding to the Offer Shares subscribed using subscription rights has begun in the Nasdaq First North Growth Market Finland trading facility (“First North Finland”) and in the First North Growth Market Sweden market facility (“First North Sweden”) on 11 May 2020. The temporary shares will be combined with the Company’s current shares after the Offer Shares have been registered in the Trade Register, which is expected to take place approximately on 12 June 2020. The delivery and combination will take place approximately on 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 approximately on 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.
Nexstim will announce the final result of the Share Issue approximately on 10 June 2020 after the Board of Directors has approved the share subscriptions and allocation of the Offer Shares in compliance with the terms and conditions of the Share Issue.
Leena Niemistö, Chairman of the Board of Directors
Further information is available on the website www.nexstim.com or by contacting:
Leena Niemistö, Chairman of the Board of Directors
+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.