Source: Nexstim Oyj
Nexstim Plc: Directed Share Issue without consideration
Company announcement, inside information, Helsinki, 7 April 2021 at 8.15 PM (EEST)
Nexstim Plc: Directed Share Issue without consideration
Nexstim Plc (NXTMH:HEX, NXTMS:STO) (”Nexstim” or ”Company”) announces with reference to the company announcements dated 8 March 2021 regarding a subscription rights issue (“Share Issue”) and approval of a EU growth prospectus (“Prospectus”) as well as the subscription underwriting commitments provided for the Company in connection with such Share Issue.
Company’s major shareholders, Ossi Haapaniemi, Kyösti Kakkonen and Leena Niemistö, jointly with related-party companies / book entry accounts controlled by each, as well as the certain members of the company’s Board of Directors and management team, committed on certain terms and conditions, to subscribing for in aggregate approximately 47.83% of the offer shares (“Offer Shares”) in the above-mentioned Share Issue as follows:
| Commitment provided by | Subscription commitment (in EUR) | Subscription commitment (Offer Shares) | % of all Offer Shares |
| Ossi Haapaniemi with his related-party companies | 722,608.65 | 24,086,955 | 10.96 |
| Kyösti Kakkonen with his related-party companies and book-entry accounts controlled | 1,200,000.00 | 40,000,000 | 18.20 |
| Leena Niemistö representing Kaikarhenni Oy | 1,100,000.00 | 36,666,667 | 16.68 |
| Member of Board of Directors Martin Forss | 40,000.00 | 1,333,334 | 0.61 |
| Member of Board of Directors Tomas Holmberg | 5,000.00 | 166,667 | 0.08 |
| Managing director Mikko Karvinen | 30,000.00 | 1,000,000 | 0.45 |
| Management team member Hanna Kotola | 25,000.00 | 833,334 | 0.38 |
| Management team member Joonas Juokslahti | 5,000.00 | 166,667 | 0.08 |
| Management team member Gustaf Järnefelt | 14,000.00 | 466,667 | 0.21 |
| Management team member Jarmo Laine | 6,321.06 | 210,702 | 0.10 |
| Management team member Henri Hannula | 6,000.00 | 200,000 | 0.09 |
| In total | 3,153,929.71 | 105 130 993 | 47.83 |
In accordance with the terms of the subscription underwriting commitments, the Company shall give to those parties who have provided subscription underwriting commitments an underwriting commitment fee corresponding to 4% of the aggregate amount of the subscription underwriting commitment by issuing up to 4,205,236 new shares of the Company (“New Shares”) to those parties without consideration. The total amount of the underwriting commitment fee payable to each such party in shares of the Company is equal to the amount of the fee based on the above-mentioned respective subscription underwriting commitment divided by the subscription price of the Share Issue i.e. EUR 0,03. The Company is entitled to reimburse the possible remainder of the underwriting commitment fee in cash to the commitment provider.
Pursuant to the share issue authorization of 5,000,000 shares provided for the Board of Directors by the extraordinary general meeting on 1 March 2021 and based on the above-mentioned subscription underwriting commitments, the Board of Directors of the Company has today decided to issue, in a directed share issue, in total 4,205,236 New Shares of the Company without consideration in accordance with section 17 chapter 9 of the Finnish Limited Liability Companies Act as follows:
| Shares received by | Shares (number) |
| Haapaniemi Ossi Antero | 495,556 |
| Haapaniemi Ossi Antero | 249,988 |
| Haapaniemi Ossi / Kalksten Finance Oy | 63,471 |
| Haapaniemi Ossi / Kalksten Properties Koy | 154,462 |
| Kyösti Kakkonen / Joensuun Kauppa ja Kone Oy | 933,333 |
| Kyösti Kakkonen / K22 Finance Oy | 266,666 |
| Kyösti Kakkonen / Kakkonen Kari Heikki Ilmari | 266,666 |
| Kyösti Kakkonen / Bocap Investment Oy | 133,333 |
| Leena Niemistö / Kaikarhenni Oy | 1,466,666 |
| Martin Forss | 53,333 |
| Tomas Holmberg | 6,666 |
| Mikko Karvinen | 40,000 |
| Hanna Kotola | 33,333 |
| Joonas Juokslahti | 6,666 |
| Gustaf Järnefelt | 18,666 |
| Jarmo Laine | 8,428 |
| Henri Hannula | 8,000 |
As the subscription underwriting commitments have been material to the successful outcome of the Share Issue, and taking into account the particularly material significance of the Share Issue to financing of the company’s business and for overall continuation of its operations, the Board of Directors considers that there is a particularly weighty financial reason for the directed share issue without consideration both from the point of view of the Company as well as the interests of all its shareholders.
The New Shares issued represent approximately 0.6 per cent of all the shares in the Company after the registration, including also the Offer Shares subscribed in the Company's subscription rights issue which are expected to be registered within the Trade Register on 12 April 2021.
The New Shares are expected to be registered with the Finnish Trade Register on or about 12 April 2021 and are expected to be listed on First North Finland on or about 13 April 2021 and First North Sweden on or about 14 April 2021. After the New Shares have been registered with the Finnish Trade Register (considering also Offer Shares subscribed in the Company's subscription rights issue which are also expected to be registered with the Trade Register on 12 April 2021), the total number of registered shares in the Company will be 663 639 370.
NEXSTIM PLC
Leena Niemistö, Chair of the Board of Directors
Further information is available on the website www.nexstim.com, or by contacting:
Leena Niemistö, Chair
+358 9 2727 170
leena.niemisto@nexstim.com
Erik Penser Bank AB (Certified Adviser)
+46 8 463 83 00
certifiedadviser@penser.se
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
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