Company announcement, inside information, Helsinki, 7 April 2021 at 8.05 PM (EEST)
NOT TO BE PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY TO THE UNITED STATES OF AMERICA, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA, NEW ZEALAND OR SINGAPORE OR TO ANY OTHER COUNTRY WHERE THE DISTRIBUTION OR PUBLICATION IS ILLEGAL.
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 29 March 2021 in Sweden and on 31 March 2021 in Finland, the Share Issue was oversubscribed, and the number of share subscriptions corresponded to 178,13% of the offered shares. Of the 219 811 378 new shares offered in the Share Issue (“the Offer Shares”) 209 141 144 were subscribed using subscription rights (approximately 95,15% of the Offer Shares), so that the remaining Offer Shares, i.e. 10 670 234 Offer Shares (approximately 4,85% 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., Ossi Haapaniemi with his related-party companies, Kyösti Kakkonen with his related-party companies and book entry accounts controlled by him, Leena Niemistö representing Kaikarhenni Oy as well as certain members of the Company’s management team and of its Board of Directors, have subscribed a total of 105 130 993 shares, corresponding to approximately 47,83 per cent of all Offer Shares and approximately EUR 3.15 million.
Nexstim raised with the Share Issue gross funds of approximately EUR 6.6 million, which, after deduction of the fees and expenses of the Share Issue, amounted to approximately EUR 6.4million.]
The Share Issue in brief
- In the Share Issue of Nexstim, Company`s current shareholders had a pre-emptive right.
- 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, 10 March 2021 ("Record Date").
- Two (2) Subscription Rights entitled the holder to the subscription of one (1) Offer Shares at the subscription price of EUR 0.03 per Offer Share ("Subscription Price"). The Subscription Price for the Offer Shares that are registered with Euroclear Sweden and listed on the First North Growth Market Sweden trading facility which is maintained by Nasdaq Stockholm AB, was SEK 0.31 per Offer Share.
- Therefore, in the Share Issue, the Company offered its shareholders a maximum of 219,811,378 new shares of the Company for subscription
- The subscription period for the Offer Shares started on 15 March 2021 at 9.30 am Finnish time (8.30 Swedish time) and ended on 31 March 2021 16.30 Finnish time (15.30 Swedish time) in Finland and 29 March 2021 at 16.30 Finnish time (15.30 Swedish time) in Sweden.
- The Subscription Rights were freely transferable and traded on the First North Growth Market Finland trading facility (trading symbol NXTMHU0121) which is maintained by Nasdaq Helsinki Ltd (”First North Finland”) and on the First North Growth Market Sweden trading facility which is maintained by Nasdaq Stockholm AB (“First North Sweden”) (trading symbol NXTMS TR) between 15 March 2021 and 24 March 2021.
Approval of the subscriptions and allocation of the Offer Shares
In the Share Issue, subscriptions were made for a total of 391 543 431 shares, which means that the number of share subscriptions corresponded to 178,13% of the number of Offer Shares. For First North Finland, approximately 78,16% of the Subscription Rights were used, and for First North Sweden, approximately 16,98% of the Subscription Rights were used, which means that approximately 95,15% of all Offer Shares were subscribed using Subscription Rights.
On 7 April 2021, the Board of Directors of Nexstim approved the subscriptions made in the Share Issue using Subscription Rights for a total of 209 141 144Offer 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 10 670 234 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.
Mikko Karvinen, CEO of Nexstim, commented: “I thank shareholders for their trust in this rights issue. We are very happy with the final results of the share issue, and with the funds raised, for the possibility to continue executing our renewed strategy. We believe that our unique, e-field navigated transcranial magnetic stimulation (nTMS) technology is needed now more than ever for enabling personalised and effective treatments for challenging brain diseases and disorders.”
Registration of the Offer Shares and commencement of trading
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 April 2021. The delivery and combination will take place on approximately 13 April 2021 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 13 April 2021 on First North Finland. The delivery and combination will take place approximately on 16 April 2021, 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 14 April 2021 on First North Sweden.
As a result of the Share Issue, the number of the Company’s shares will increase by 219 811 378 shares from 439,622,756 shares to a total of 659 434 134 shares.
NEXSTIM PLC
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
leena.niemisto@nexstim.com
Erik Penser Bank AB (Certified Adviser)
+46 8 463 83 00
certifiedadviser@penser.se
About Nexstim Plc
Nexstim is a Finnish, globally operating medical technology company. Our mission is to enable personalized and effective therapies and diagnostics for challenging brain diseases and disorders.
Nexstim has developed a world-leading non-invasive brain stimulation technology called SmartFocus®. It is a navigated transcranial magnetic stimulation (nTMS) technology with highly sophisticated 3D navigation providing accurate and personalized targeting of the TMS to the specific area of the brain.
SmartFocus® technology is used in Nexstim’s proprietary Navigated Brain Therapy (NBT®) system, which is FDA cleared for marketing and commercial distribution for the treatment of major depressive disorder (MDD) in the United States. In Europe, the NBT® system is CE marked for the treatment of major depression and chronic neuropathic pain.
In addition, Nexstim is commercializing its SmartFocus® based Navigated Brain Stimulation (NBS) system for diagnostic applications. 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 Growth Market Finland and Nasdaq First North Growth Market Sweden.
For more information please visit www.nexstim.com
Note
The information contained in this announcement is not intended to be published or distributed, directly or indirectly, in Australia, South Africa, Hong Kong, Japan, Canada, New Zeeland, Singapore or the United States of America. 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 is 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.
With the exception of Finland and Sweden, in any other member state of the European Economic Area, this announcement is addressed solely to such parties considered as qualified investors under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (so-called Prospectus Regulation).
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.