Press release as PDF13.10.2014 08:00:00 CET
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Nexstim launches its Initial Public Offering and will apply for dual listing on Nasdaq First North Finland and Nasdaq First North Sweden
Helsinki, 13 October 2014
Following the announcement of its intention to float on 19 September 2014, Nexstim Plc ("Nexstim" or the "Company") today publishes its prospectus and announces the terms and conditions (including the indicative price range) for its initial public offering (the "Offering"). The Company will apply for listing of its shares on Nasdaq First North Finland and Nasdaq First North Sweden.
Nexstim is a medical technology company aiming to improve rehabilitation for stroke patients through the use of non-invasive brain stimulation. The Company has developed a technology which allows non-invasive targeting of a specific area of the brain with high accuracy. Nexstim has pioneered the technology as a diagnostic tool for brain surgery planning with its Navigated Brain Stimulation (NBS) System. The NBS System is the first and only Food and Drug Administration (FDA) cleared and CE-marked device utilising so-called navigated transcranial magnetic stimulation (nTMS) for 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) System which focuses stimulation on targeted locations in the brain to enhance and accelerate stroke rehabilitation by removing natural barriers for recovery.
With its NBT System the Company is initially focusing on the rehabilitation of hand and arm movement (upper limb motor disability) which is one the most common symptoms following a stroke. The NBT System was tested in a Phase II proof of concept clinical trial, in which promising levels of improvement in motor functions lasting throughout a 6-month observation period were achieved. Nexstim has earlier this year initiated a two-year clinical Phase III multi-centre trial at 12 prominent rehabilitation sites in the US, aiming to demonstrate the effectiveness of the NBT System and to obtain an FDA clearance for marketing the device for post-acute stroke treatment in the US. Nexstim is currently preparing a pre De Novo submission for the FDA. If an FDA clearance for the NBT System is obtained, the Company may begin the commercialisation of the device for use in stroke rehabilitation.
The Company's major shareholders are HealthCap (Sweden), the Finnish Innovation Fund Sitra (Finland), Capricorn Health-Tech Fund (Belgium), Life Science Partners (LSP) (the Netherlands) and Lundbeckfond Ventures (Denmark) which have already committed to participate in the Offering with the aggregate amount of EUR 3,400,000, whereof EUR 2,050,000 are subscriptions of shares in the Offering and EUR 1,350,000 is commitments to set off the principal amount of capital loans granted by the major shareholders to the Company against subscription payments in the Offering.
The board of directors of the Company has, on 9 October 2014, decided, as authorised by the Company's shareholders, to launch the Offering as a directed share issue in which a maximum of 2,873,563 new shares ("Offer Shares") will be issued for subscription. If the Offering is oversubscribed, the board of directors of the Company may resolve to issue up to a maximum of 431,034 additional new Offer Shares.
Highlights of the Offering:
Janne Huhtala, Nexstim's Chief Executive Officer, said: "This is an exciting time for Nexstim. Funds from the IPO, which our current shareholders have already committed to supporting, are expected to expedite the Company through to its next stage of development including the completion of its ongoing Phase III study of the NBT System and potential FDA clearance of its technology for commercialisation in post-acute stroke therapy in the US. Our technology has the potential to treat stroke sufferers and we believe that there is a significant unmet medical need globally to help these patients."
Timothy Irish, Chairman, added: "The team at Nexstim has worked hard over the recent years to develop this exciting technology for stroke sufferers. We are excited by the ongoing trial, believe there will be great demand for the product post clearance, if obtained, and feel the timing is right for this IPO."
Use of proceeds
The Offering will consist of newly issued Offer Shares, and the proceeds will be used to finance Nexstim through the Company's next development stage through to the end of the Phase III multi-centre trial and FDA clearance for marketing its NBT System in stroke therapy, expected to take place at the end of 2016. In particular, Nexstim intends to use the proceeds of the Offering to:
The Offering
In accordance with the terms and conditions of the Offering, Nexstim is offering up to 2,873,563 Offer Shares. The number of Offer Shares to be issued in the Offering will be determined on the basis of a book-building process. With the Offering, Nexstim is seeking to raise EUR 20-25 million in proceeds, before costs associated with the Offering.
Assuming that 2,873,563 Offer Shares are issued in the Offering, the Offer Shares will upon consummation of the Offering constitute approximately 37.83 % of the outstanding Shares in the Company. Currently, 4,722,419 shares are issued and outstanding, in addition Nexstim has issued stock options entitling to subscribe for an aggregate of 786,940 shares in the Company.
If the Offering is oversubscribed, the board of directors of the Company may resolve to issue up to a maximum of 431,034 additional new Offer Shares. The indicative price range in the Offering is EUR 8.70-9.80 per share. The final offering price will not exceed EUR 9.80 per share. The final offer price is expected to be announced on 27 October 2014. The Offering is conditional upon subscriptions placed in the Offering covering an aggregate amount of at least EUR 15 million.
Subscriptions for Offer Shares in the institutional offering must be made by advising one of the Joint Arrangers. Subscriptions in the retail offering in Finland must be made either on the website of UB Securities at www.unitedbankers.fi or at the offices of UB Securities Ltd at Aleksanterinkatu 21 A 3rd floor, 00100 Helsinki, Finland. Subscriptions in the retail offering in Sweden must be made by submitting a completed subscription form to Pareto Securities AB (Sweden) by post to Pareto Securities AB (Sweden), Issuer Service/Nexstim, Box 7415, Berzelii Park 9, SE-103 91 Stockholm or by email (issueservice.se@paretosec.com). Subscription forms are also available on the Company's website (www.nexstim.com/IPO) or on Pareto Securities AB's website (www.paretosec.com/corp/nexstim).
The full terms and conditions of the Offering are included in the prospectus.
Prospectus
Nexstim has compiled a prospectus relating to the Offering and the contemplated listing of its shares on Nasdaq First North approved by the Finnish Financial Supervisory Authority and passported by way of notification to the Swedish Financial Supervisory Authority on 10 October 2014. The Prospectus in Finnish and English, including a Swedish summary, is available at Nexstim's website (www.nexstim.com/IPO), Pareto Securities AB's website (in English) (www.paretosec.com/corp/nexstim) and UB Securities' website (in Finnish) (www.unitedbankers.fi). The prospectus can also be obtained from the head office of Nexstim at Elimäenkatu 9B, 00510 Helsinki and at the offices of UB Securities Ltd, Aleksanterinkatu 21 A 3rd floor, 00100 Helsinki, and Pareto Securities AB, Berzelii Park 9, SE103 91 Stockholm and Pareto Securities Ltd, Aleksanterinkatu 44 6th floor, 00100 Helsinki.
Timetable
| Subscription period: | 15 October - 24 October 2014 |
| Expected date for the announcement of the final offer price: | 27 October 2014 |
| Due date of payment for Offer Shares in institutional and Swedish retail offerings: | 30 October 2014 |
| Delivery of shares and expected first trading day on Nasdaq First North Finland and Nasdaq First North Sweden: | 6 November 2014 |
Advisors
Pareto Securities AB has been appointed Lead Financial Adviser and Joint Arranger. UB Securities Ltd has been appointed Financial Co-Adviser and Joint Arranger and UB Capital Ltd. is the Company's Certified Adviser under the First North Nordic - Rulebook.
Krogerus Attorneys Ltd and Advokatfirman Vinge KB are acting as legal advisors to the Company.
For further information please visit www.nexstim.com or contact:
| Nexstim Janne Huhtala, Chief Executive Officer | +358 40 8615046 janne.huhtala@nexstim.com |
| Consilium Strategic Communications Mary-Jane Elliott Amber Bielecka Ivar Milligan Laura Thornton | +44 (0)20 3709 5700 nexstim@consilium-comms.com |
About Transcranial Magnetic Stimulation (TMS)
Transcranial Magnetic Stimulation (TMS) is a non-invasive technique that consists of a magnetic field emanating from a wire coil held outside of the head. The rapidly changing magnetic field induces a stimulating electric field in the brain. In repetitive Transcranial Magnetic Stimulation (rTMS) the coil delivers a rapidly pulsed magnetic field in order to modulate cortical function in a region of the brain.
About Navigated Brain Stimulation (NBS)
Navigated Brain Stimulation is a non-invasive technique that allows accurate and detailed mapping of the critical motor and speech functions of the cortex. Through the use of a standard MRI brain scan, transcranial magnetic stimulation, and EMG, the NBS mapping stimulates areas of the cortex and records motor responses.
About Navigated Brain Therapy (NBT)
Using MRI-based guidance, Navigated Brain Therapy (NBT) is a novel technique that can be used to accurately target non-invasive rTMS to the cortical structures believed to be involved in brain dysfunction. The NBT System is CE-marked for use in patients recovering from motor stroke as a supplement to conventional rehabilitation.
IMPORTANT NOTICE
This announcement is not a prospectus. The information contained herein does 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 jurisdiction. The Offering is made solely on the basis of the prospectus approved by the Finnish Financial Supervisory Authority on 10 October 2014 and passported by way of notification to the Swedish Financial Supervisory Authority.
This communication is not addressed to the public in any Member State of the European Economic Area other than Finland and Sweden. With respect to each Member State of the European Economic Area other than Finland and Sweden (each, a "Relevant Member State"), no action has been undertaken to date to make an offer to the public of the securities requiring a publication of a prospectus in any Relevant Member State. As a result, this communication is only addressed to and directed at qualified investor in the Relevant Member States in circumstances not requiring the Company to publish a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State).
This announcement is not an offer for sale nor a solicitation of an offer to buy any securities in the United States or outside the European Economic Area. The securities referred to in this announcement may not be offered or sold in or into the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Nexstim has not registered and will not register any part of its contemplated offering in the United States nor will it offer any securities to the public in the United States.
This communication is only being distributed to and is directed only at (i) persons who are outside the United Kingdom, or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order, and (iv) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Securities in the Company have not been, and will not be, registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan or South Africa and may not be offered or sold within Australia, Canada, Japan or South Africa or to, or for the account or benefit of, citizens or residents of Australia, Canada, Hong Kong, Japan or South Africa except under circumstances which will result in full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.
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.