NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE USA, AUSTRALIA, CANADA, HONG KONG, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
Helsinki, 16December 2015 at 6:32 p.m.
Nexstim Plc's ("Nexstim" or the "Company") intends to offer up to approximately 850,000 shares in the Company (the "Issue Shares") to certain institutional investors in deviation from the shareholders' pre-emptive rights (the "Private Placement"). The Issue Shares correspond to approximately 11.9 per cent of all of the shares in the Company prior to the Private Placement. The Private Placement will be based on an accelerated book-building process, in which certain institutional investors may submit bids for the Issue Shares. The subscription price of the Issue Shares will be determined by the bids received in the accelerated book-building process.
The proceeds from the Private Placement are intended to be used for strengthening the balance sheet of the Company and to finance the completion of the Phase III trial and further extend the pre-commercialisation activities of Nexstim's NBT System.
The book-building process will commence immediately and will end 10 p.m. EET on 16 December 2015 at the latest. Receiving the bids may however be discontinued at any time during the book-building process. The board of directors of the Company shall resolve on the execution of the Private Placement, including the number of the Issue Shares and the subscription price of the Issue Shares, immediately after the close of the book-building process. The result of the Private Placement will be published on or about 17 December 2015 together with other relevant information regarding the Private Placement and registration of the Issue Shares.
The Private Placement is based on an authorisation granted by the Company's general meeting of shareholders on 31 March 2015.
ABG Sundal Collier AB is acting as an arranger in connection with the Private Placement. Krogerus Attorneys Ltd is legal advisor to the Company. The Company's Certified Adviser under the First North rules is UB Securities Ltd.
For further information please contact:
| Nexstim Janne Huhtala, Chief Executive Officer | +358 40 8615046 janne.huhtala@nexstim.com |
| UB Securities Ltd (Certified Adviser) | +358 9 2538 0246 |
About Nexstim Plc
Nexstim is a medical technology company aiming to improve rehabilitation for stroke patients. Nexstim has pioneered its technology in brain diagnostics with the Navigated Brain Stimulation (NBS) system as the first and only FDA-cleared and CE-marked navigated Transcranial Magnetic Stimulation (nTMS) device for pre-surgical mapping of the motor and speech cortices. Based on the same technology platform, the company has developed a device for stroke therapy called Navigated Brain Therapy (NBT®). In H1 2014, Nexstim initiated a two-year pivotal Phase III study at 12 sites in the US aiming to demonstrate the effectiveness of NBT® and gain FDA clearance for commercialisation in post-acute stroke therapy in the US. Nexstim's shares are listed on Nasdaq First North Finland and Nasdaq First North Sweden. In H2 2015, the Company received a recommendation from the Data Safety Monitoring Board (DSMB) to continue the Phase III stroke therapy NICHE trial without any modifications. The first interim analysis on the NICHE (Navigated Inhibitory rTMS to Contralesional Hemisphere) trial using NBT® was performed after 81 patients reached their primary safety outcome assessment, on track, at six months post-treatment. For more information please visit www.nexstim.com.
IMPORTANT NOTICE
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan or South Africa. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. Members of the public are not eligible to take part in the offering. This communication is directed (A) in the European Economic Area, only at persons who are qualified investors as defined in article 2(1)(e) of EU directive 2003/71/EC, as amended, and as implemented in legislation in each of the relevant member states and (B) in the United Kingdom only at qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the "Order"), or (ii) persons falling within article 49(2) ("high net worth companies, unincorporated associations, etc") of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement contains forward looking statements. These forward looking statements include statements that are not historical facts and statements concerning inter alia Nexstim's future revenues, financial position, financial standing, prospects, growth, strategies and its plans, beliefs and current expectations in relation to its field of business. By their very nature, forward looking statements involve inherent risks and uncertainties, since they relate to events or result from circumstances that may or may not occur in the future, and therefore they only describe the circumstances prevailing when the statement is given. Nexstim cautions that forward looking statements or historical facts do not guarantee future performance and that its true revenues, financial position and financial standing and the development of the industry may significantly differ from the forward looking statements presented in this release. The Company does not intend and does not assume any obligation to update any forward looking statement contained herein.
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