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, 17 December 2015 at 8:00 a.m.
Further to Nexstim Plc's ("Nexstim" or the "Company") company release of 16 December 2015 regarding its intention to offer shares to institutional investors, the board of directors has resolved on a directed share issue on the basis of a book-building process targeted towards certain institutional investors in a private placement (the "Book-building"). In the Book-building, ABG Sundal Collier AB, as arranger of the Book-building (the "Arranger") received subscriptions of 880,000 shares in the Company (the "Subscription Shares") from certain institutional investors and the Finnish Innovation Fund Sitra, HealthCap V, LP and Capricorn Health-Tech Fund NV, which are current shareholders of the Company (the "Private Placement"). The investors taking part in the Private Placement will receive their Subscription Shares in the form of existing shares in the Company from the Arranger, who in turn has under a share lending arrangement with HealthCap V, LP borrowed such number of existing shares in the Company that corresponds to the number of Subscription Shares. The price received by the Arranger per each Subscription Share was 6.00 euro, amounting to a total subscription price of 5,280,000 euro (the "Subscription Price").
In order for the Arranger to return the shares it has borrowed from HealthCap V, LP, the board of directors of the Company has today in deviation of the pre-emptive rights of the current shareholders resolved on a directed issue of such number of new shares to the Arranger that corresponds to the Subscription Shares (the "Issue Shares" and the "Directed Share Issue"). The Directed Share Issue was resolved upon based on an authorisation granted by the Company's general meeting of shareholders on 31 March 2015. The members of the Company's board of directors representing the Finnish Innovation Fund Sitra, HealthCap V, LP and Capricorn Health-Tech Fund NV did not participate in resolving on the Directed Share Issue.
The Company has a weighty financial reason to deviate from the shareholders' pre-emptive right as the proceeds of the Directed Share Issue will be used for strengthening the balance sheet and as the Company receives in the share issue equity financing under terms (including the timetable and price) that would not, in the understanding of the board of directors of the Company, have been otherwise available. The Company intends further to use the net proceeds of the Directed Share Issue to finance the completion of the Phase III trial and further extend its pre-commercialisation activities of its NBT System.
The subscription period of the Directed Share Issue ended on 16 December 2015 at 22:00 p.m. EET, and the board of directors approved subscriptions of 880,000 Issue Shares, corresponding to the number of Subscription Shares purchased by investors participating in the Private Placement. Accordingly, a total of 880,000 Issue Shares were issued in the Directed Share Issue for an aggregate Subscription Price of 5,280,000 euro.
The Issue Shares are expected to be registered with the Finnish Trade Register and delivered through Euroclear Finland and/or Euroclear Sweden on or about 23 December 2015. Following registration of the Issue Shares with the Finnish Trade Register and delivery through Euroclear Finland and/or Euroclear Sweden, the Company will file a listing application in respect of the Issue Shares with Nasdaq Helsinki and Nasdaq Stockholm together with a company description. The Company expects to publish the company description on or about 5 January 2016 and expects that the Issue Shares will be listed on Nasdaq First North Finland and Nasdaq First North Sweden, respectively, on or about 8 January 2016.
Upon the registration of the Issue Shares with the Finnish Trade Register, the Company will have 8,010,758 shares in aggregate. Accordingly, the Issue Shares will represent approximately 11.0 percent of all the shares in the Company after the registration of the Issue Shares.
Commenting on the announcement, Nexstim's CEO, Janne Huhtala, said: "Since our successful IPO, this small fundraising further de-risks the company and allows us to advance past the final results in our ongoing fully enrolled Phase 3 NICHE stroke therapy trial. We are pleased to secure this new funding and shareholder support in the current volatile markets."
ABG Sundal Collier AB acted as Arranger in connection with the Book-building and the Private Placement. Krogerus Attorneys Ltd acted as 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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