Company announcement, inside information, Helsinki, 8 March 2021 at 12.05 PM (EET)
Nexstim Plc’s subscription rights issue of MEUR 6.6
NOT TO BE PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY TO THE UNITED STATES OF AMERICA, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA, NEW ZEALAND OR SINGAPORE OR TO ANY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.
Nexstim Plc (NXTMH:HEX, NXTMS:STO) (”Nexstim” or ”Company”) announces, that pursuant to the authorisation granted by the Extraordinary General Meeting of the Company on 1 March 2021, the Board of Directors of the Company has today decided to arrange a subscription rights issue of approximately EUR 6.6 million (the “Offering”).
Summary of the Offering
- Nexstim's EUR 6.6 million issue of a maximum of 219,811,378 new shares ("Offer Shares") is a subscription rights issue, in which current shareholders have a pre-emptive right.
- Each shareholder of Nexstim receives one (1) book-entry subscription right ("Subscription Right") against each of the Company's share held by a shareholder on 10 March 2021 ("Record Date").
- Two (2) Subscription Rights grants a right to subscribe for 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 marketplace which is maintained by Nasdaq Stockholm AB, is SEK 0.31 per Offer Share.
- The subscription period for the Offer Shares begins on 15 March 2021 at 9.30 am Finnish time (8.30 Swedish time) and ends 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 are freely transferable and are expected to be traded on the First North Growth Market Finland marketplace (trading symbol NXTMHU0121) which is maintained by Nasdaq Helsinki Ltd (”First North Finland”) and on the First North Growth Market Sweden marketplace which is maintained by Nasdaq Stockholm AB (“First North Sweden”) (trading symbol NXTMS TR) between 15 March 2021 and 24 March 2021.
Terms and conditions of the Offering
A total of approximately EUR 6.6 million can be collected with the Offering after deducting the costs of the Offering if the Offering is subscribed in full.
Of the Company’s major shareholders, Ossi Haapaniemi with related party companies, Kyösti Kakkonen with related party companies and book-entry accounts controlled by him, Leena Niemistö representing Kaikarhenni Oy and certain members of the Company’s Board of Directors and the management team are, subject to certain terms and conditions, committed to subscribing for in aggregate approximately 48.73% of the Offer Shares, meaning a commitment of EUR 3,153,929.71. In connection with the Offering, the Company will give those parties who have subscribed for Offer Shares in accordance with their commitment and the terms and conditions of the Offering a subscription commitment fee corresponding to 4% of the aggregate amount of the subscription commitment by issuing up to 4,205,236 new shares in the Company without payment to those parties.
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 per each share held on the Record Date. The Record Date is 10 March 2021. Pursuant to normal settlement period applicable to trading of securities, transactions made with the Company’s share no later than 8 March 2021 will be considered in the relevant shareholder register of the Record Date. Two (2) Subscription Rights entitle the holder to subscribe for one (1) Offer Share. No fractions of shares are allotted and a Subscription Right has to be exercised in full. The Company thus offers its shareholders a maximum of 219,811,378 new shares i.e. Offer 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 in 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).
The following function as subscription locations: a) In Finland, custodians and account operators and b) In Sweden, custodians and 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 (info@aqurat.se, 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 mainly to fund working capital needs i.e. marketing and similar commercialization efforts for increasing the sales of the Company's NBT System in the depression treatment, for increasing the sales of the Company's NBS System used in diagnostic purposes, and with current cash in bank and at hand to finance repayment of its existing loans, taking into account the use of the net proceeds set forth below.
In particular, Nexstim intends to use the net proceeds of the Offering to:
- Grow the sales of NBT equipment particularly by co-operation with clinics in the US
- Grow and develop the sales of NBS equipment in the US and EU markets
- Further clinical trials with increased number of patients on the use of NBT equipment in the treatment of major depression with an accelerated iTBS treatment protocol
- Payment of existing loans (according to agreed schedule) and general corporate purposes
- Evaluate new clinical trials in the area of chronic neuropathic pain
- Finance its R&D needs
The planned schedule for the Offering is:
| 10 March 2021 | Record Date of the Offering |
| 15 March - 24 March 2021 | Trading in Subscription Rights in Finland and Sweden |
| 15 March – 29 March 2021 | Subscription period in Sweden |
| 15 March – 31 March 2021 | Subscription period in Finland |
| 15 March 2021 | Trading in the temporary shares (BTA) commences |
| 7 April 2021 | Result of the Offering is announced (estimated) |
| 12 April 2021 | Last day of trading in the Temporary Shares (BTA) in Finland and Sweden (estimated) |
| 12 April 2021 | Offer Shares registered with the Finnish Trade Register (estimated) |
| 13 April 2021 | Offer Shares will be subject to trading in Finland (estimated) |
| 13 April 2021 | The delivery of the Offer Shares in the book-entry system maintained by Euroclear Finland (estimated) |
| 14 April 2021 | Offer Shares will be subject to trading in Sweden (estimated) |
| 16 April 2021 | The delivery of the Offer Shares in the book-entry system maintained by Euroclear Sweden (estimated) |
Prospectus regarding the Offering
The Company has prepared as prepared a prospectus which the Finnish Financial Supervisory Authority is expected to approve today on 8 March 2021. This shall be separately announced.
Virtual investor meetings
The Company will hold two live webinars for analysts, investors, and media on Tuesday 16 March 2021. The webinars will be hosted by Chief Executive Officer Mikko Karvinen who will present information about the rights issue 2021 followed by a Q&A session.
Live Webinar in Finnish on 16 March 2021 at 10am (EET): Register here >>>
Live Webinar in English on 16 March 2021 at 1pm (EET): Register here >>>
Advisors
In the Offering, Attorneys at Law Trust Ltd acts as a legal advisor of the Company in matters pertaining to Finnish law and Törngren Magnell & Partners Advokatfirma KB in matters pertaining to Swedish law.
NEXSTIM PLC
Board of Directors
Further information is available on the website www.nexstim.com, or by contacting:
Leena Niemistö, Chair
+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.
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