Company announcement, Helsinki, 6 May 2019 at 18.00
NOT TO BE PUBLISHED OR DISTRIBUTED DIRECTLY OR INDIRECTLY TO THE UNITED STATES OF AMERICA, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTHERN AFRICA OR TO ANY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 personalised, non-invasive brain stimulation systems for the treatment of Major Depressive Disorder (MDD), refers to the company announcements dated 26 March 2019 regarding a subscription rights issue and approval of a prospectus as well as the subscription underwriting commitments provided for the Company in connection with such subscription rights issue.
Underwriting commitments were given in a way that the amount of the underwriting commitments corresponded to approximately 20.6 percent of the shares offered in the subscription rights issue, which means that the underwriting commitments amounted to about EUR 1.1 million. It has been agreed with the underwriters that the underwriting fee payable to them may be paid against shares of the Company instead of cash payment at the discretion of the Company. In accordance with the terms of such underwriting commitments and the Company’s prospectus, the Board of Directors of Nexstim has today resolved to pay the underwriting fees by issuing in total 939,004 shares to the respective investors with terms that the subscription price of such shares - EUR 0.115 per share and in aggregate EUR 107,985.46 - is paid by setting off the subscribers’ underwriting fee receivables against the Company.
There has been a weighty financial reason for the directed share issue because pursuant to the underwriting commitments, the outcome of the subscription rights issue may be considered to be more successful than the outcome would have been without such commitments, and the payment of the underwriting fee against shares and not cash is justified based on the working capital needs of the Company.
The new shares are issued based on an authorization received at the Company's Annual General Meeting on 21 November 2018. The subscription price shall be recorded in its entirety into invested unrestricted equity fund. The shares issued represent approximately 2.65 per cent of all the shares in the Company after the registration, considering also new shares subscribed in the Company’s subscription rights issue which are expected to be registered within the Trade Register on 7 May 2019.
The new shares are expected to be registered with the Finnish Trade Register on or about 9 May 2019 and are expected to be listed on First North Finland and First North Sweden on or about 10 May 2019. After the issued shares have been registered with the Finnish Trade Register (considering also new shares subscribed in the Company’s subscription rights issue which are expected to be registered within the Trade Register on 7 May 2019), the total number of registered shares in the Company will be 35,400,873.
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.
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.