Company announcement, Helsinki, 14 May 2021 at 9 PM (EEST)
Annual General Meeting of Nexstim Plc (NXTMH:HEX, NXTMS:STO) (“Nexstim” or “Company”) resolved on 11 May 2021 to reduce the quantity of Nexstim's shares without reducing share capital by way of issuing new shares to its shareholders without consideration, and by redemption of Company's own shares without consideration, in such a way that each current 100 shares of the Company shall correspond to one share of the Company after the arrangements related to the reduction of the quantity of Company's shares are completed.
As a part of the arrangements in respect of shareholders registered on the Transaction Day (as defined below) in the shareholders’ register of Nexstim held by Euroclear Finland Ltd, the Annual General Meeting resolved that the Company shall issue on 14 May 2021 (the "Transaction Day") a maximum of 1,000,000 new shares of the Company without consideration so that the number of all shares per book-entry accounts owned by such shareholders of the Company are divisible by the number 100. 349 530 shares were needed in order to make the number of Company's shares owned by such shareholders divisible by the number 100. Pursuant to the resolution of the Board of Directors today on 14 May 2021, the total number of the new shares issued to such shareholders without consideration was 349 530 shares. After such share issue, the total number of the shares in the Company was 663 988 900 on the Transaction Day. Further, pursuant to the resolution of the Annual General Meeting, as further elaborated by the Board of Directors today on 14 May 2021, the Company has on the Transaction Day in connection with the share issue referred to above, redeemed from all shareholders without consideration such number of Company's shares which is required by the redemption ratio of 100/1 to execute the reduction of the number of shares in the Company i.e. altogether 657 349 011 shares of the Company.
Pursuant to the resolution of the Annual General Meeting, the Board of Directors has resolved to annul 657 349 011 shares of the Company which have come to Company's possession on the Transaction Day. After the annulment, the total number of the shares in the Company is 6 639 889.
As a part of the arrangements, the Annual General Meeting resolved on 11 May 2021 also that the Company shall issue a maximum of 350,000 new shares to the Company itself without consideration. For the sake of clarity, the number of shares to be issued to the Company itself is calculated based on the number of shares prior to the reduction in the Company, and not the number of the reduced shares. The corresponding amount of shares after the reduction is 3,500 shares. Such new shares issued to the Company itself are to be re-issued i.e. transferred from the Company without consideration to such shareholders (the “Receiving Shareholders”) holding on the “record say” e.g. a) in Sweden 18.5.2021, shares registered in Euroclear Sweden AB’s Securities System whether registered in the name of or a nominee or directly in the name of the Shareholder or b) in Finland 14.5.2021, nominee registered shares registered in Euroclear Finland Ltd.’s book entry system, the amount of which (a or b) is not divisible by 100, to the extent required by their shareholding in the Company being divisible by the number 100. Pursuant to the resolution of the Board of Directors today on 14 May 2021 the amount of new shares issued by the Company without consideration to itself was 3,500 shares.
After aforementioned annulment and the issue of 3,500 new shares, total number of the shares in the Company is 6 643 389.
New total number of the Company's shares shall be registered within the Trade Register by Monday 17 May 2021. Trading with the reduced number of the Company's shares shall commence on Nasdaq Helsinki and Nasdaq Stockholm on or around 17 May 2021.
Helsinki, 14 May 2021
The Board of Directors
Further information is available on the website www.nexstim.com or by contacting:
Leena Niemistö, Chairman
+358 9 2727 170
Erik Penser Bank AB (certified adviser)
+46 8 463 83 00
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