Company announcement, Helsinki, 2 May 2019 at 6.30 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NOT TO BE PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY TO THE UNITED STATES OF AMERICA, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTHERN AFRICA OR TO ANY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, personalized, non-invasive brain stimulation systems for the treatment of Major Depressive Disorder (MDD), has completed a rights issue which ended on 24 April 2019 in Sweden and on 26 April 2019 in Finland. A total of 31,202,364 shares were subscribed to, corresponding to 68.5 per cent of the total amount of the shares offered for subscription in the Offering. Subscriptions made in the Offering represent approximately 100.3 per cent of the Company’s market capital on 25 March 2019, the last trading day before announcement of the terms of the Offering.
On 2 May 2019, the Board of Directors of the Company approved the subscriptions made in the Offering and allocation of the Offer Warrants. The resolution of allocation was made in accordance with the principles set forth in the prospectus prepared for the Offering. The proceeds of the Offering amount to approximately EUR 3.6 million, excluding fees and expenses of the Offering After deduction of such fees and expenses, excluding the subscription underwriting fees payable in shares, the net proceeds amount to EUR 3.1 million.
The CEO of Nexstim, Martin Jamieson said: “I wish to thank all investors for their valuable support provided to Nexstim. I am delighted to see new major shareholders emerging as anchor investors, as well as a strong commitment to Nexstim’s success. With these results and potential further investments based on the Offer Warrants and cost saving efforts, Nexstim has the ability to continue its journey with a specific focus on building therapy revenue and seeking a partner for our pre-surgical mapping business”.
Summary of the Offering
- Nexstim's EUR 5.2 million issue of new shares ("Offer Shares") was a subscription rights issue, in which current shareholders had a pre-emptive right.
- Each shareholder of Nexstim received one (1) book-entry subscription right which entitled 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 granted 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 were registered with Euroclear Sweden and listed on the First North Sweden marketplace which is maintained by Nasdaq Stockholm AB, was 1.20 SEK per Offer Share.
- In the Offering, in total a maximum of 45,552,444 Offer Shares were offered for subscription to the shareholders.
- The subscription period for the Offer Shares began on 2 April 2019 in Finland and in Sweden.
- The Subscription Rights were freely transferable and 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 2 April 2019 and 18 April 2019.
- The subscription period for the Offer Shares ended on 26 April 2019 in Finland and 24 April 2019 in Sweden.
- In addition, Offer Warrants are 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.
Allocation of the Offer Shares
Pursuant to the exercise of Subscription Rights, secondary subscription and approval of subscriptions, of the 31,202,364 Offer Shares subscribed 19,888,736 Offer Shares i.e. 63.7 per cent are allocated to those who subscribed to Offer Shares with Subscription Rights and 11,313,628 Offer Shares i.e. 36.3 per cent to those who subscribed to Offer Shares without Subscription Rights.
Underwriting commitments were given in a way that the amount of the underwriting commitments corresponded to approximately 20.6 percent of the Offering, which means that the underwriting commitments amounted to about EUR 1.1 million which was equal to 9,390,053 Offer Shares. Pursuant to terms of the Offering, underwriting commitment fee may be paid by issuing new shares of the Company to the underwriters in a directed share issue and by setting off the subscription price of such new shares against the underwriting commitment fee (EUR 0.115 as subscription price per share). Possible directed share issue shall be resolved by the Company’s Board of Directors separately.
Offer Warrants issued in connection with the Offering
In accordance with the terms of the Offering, the Board of Directors allocated in total 15,601,167 Offer Warrants. These entitle to subscribe to a maximum of 15,601,167 shares of the Company according to the terms of such Offer Warrants. The Offer Warrants will be delivered to such subscribers approximately during week 21, 2019.
Registration and trading of Offer Shares
The shares subscribed in the Offering are expected to be registered in the Trade Register approximately on 7 May 2019. The temporary shares will be combined with the existing shares of the Company and the trading of the shares subscribed in the Offering will begin approximately on 8 May 2019 in First North Finland and approximately 9 May 2019 in First North Sweden.
Pursuant to registrations of the Offer Shares subscribed, the number of shares in the Company will be 34,456,110. The aggregate subscription price of the Offer Shares shall be recorded in its entirety into invested unrestricted equity fund.
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.
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.
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