Nexstim press release04.11.2014 09:00:00 CET
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Nexstim Plc successfully completes its Initial Public Offering - subscriptions reach EUR 15.3 million with final offer price of EUR 6.35 per share
Helsinki, 4 November 2014 at 10:00 am
Nexstim Plc ("Nexstim" or the "Company") published its initial public offering (the "Offering") on 13 October 2014, in which the Company offered for subscription up to 2,873,563 new shares. The Company also announced that it will apply for listing of its shares on Nasdaq First North Finland and Nasdaq First North Sweden. The submission of the listing application was announced on 15 October 2014. On 30 October 2014 the number of offer shares was increased to 3,937,007 shares and the indicative price range was decreased to EUR 6.35 6.40 per share. Simultaneously, the subscription period was extended to 3 November 2014. The subscription period of the Offering ended on 3 November 2014 at 16:30 Finnish time (15:30 Swedish time).
On 3 November 2014 Nexstim's board of directors approved the subscriptions, the number and allocation of new shares to be issued, and the final offer price. The final offer price is EUR 6.35 per share. The Swedish krona denominated final offer price, as determined in accordance with the terms and conditions of the Offering, is SEK 58.92.
During the subscription period, investors subscribed for a total of 2,412,539 shares at the final offer price. The subscriptions were approved on the condition that the subscribed shares will be paid in accordance with the offer terms no later than on 7 November 2014. The Company will send allocation notices and payment instructions to the institutional investors and the Swedish retail investors who have been allocated shares as soon as possible. Finnish retail investors will be returned excess subscription payments in accordance with the terms and conditions of the Offering.
Nexstim has raised gross proceeds of EUR 15.3 million in the Offering (before deducting the expenses of the Offering payable by the Company). The Offering was conditional upon subscriptions reaching EUR 15 million, which has been fulfilled. Upon completion of the Offering, Nexstim has introduced 225 new shareholders, of whom approximately 9 % are institutional investors and approximately 91 % retail investors. Institutional investors were allocated approximately 95 % of the new shares and retail investors approximately 5 % of the new shares. Of the new shares, approximately 50 % will be listed on Nasdaq First North Finland and 50 % on Nasdaq First North Sweden. Of the new shares, approximately 48 % will be allocated to new Finnish investors, 34 % to new Swedish investors, and the remaining 18 % to other new international investors. The number of issued shares in the Company will increase to 7,134,958 shares in total. The above figures have been calculated assuming that all the shares subscribed for and allocated to investors will be paid in accordance with the terms and conditions of the Offering. The Company will appoint a liquidity provider as required by the rules of the First North which appointment will be announced separately.
Janne Huhtala, Nexstim's Chief Executive Officer, said: "The successful completion of our Initial Public Offering, with interest from investors in Finland, Sweden and internationally, marks a significant step for Nexstim, our technology and the Phase III multi-centre trial for NBT in stroke rehabilitation which continues to progress well. We are delighted to welcome our new investors and would like to thank them, and existing shareholders, for their support."
The shares issued in the Offering are expected to be registered with the Trade Register on or about 13 November 2014, and trading in the Company's shares on both marketplaces is expected to commence on or about 14 November 2014, on Nasdaq First North Finland with the ticker NXTMH and on Nasdaq First North Sweden with the ticker NXTMS.
Pareto Securities AB acted as Lead Financial Advisor and Joint Arranger and UB Securities Ltd acted as Financial Co-Advisor and Joint Arranger. The Company's Certified Adviser under the First North rules is UB Capital Ltd. Krogerus Attorneys Ltd and Advokatfirman Vinge KB acted as legal advisors to the Company in the Offering.
Additional information on the Offering is available in the prospectus published by Nexstim on 13 October 2014, as supplemented on 30 October 2014, available at www.nexstim.com/IPO.
For further information please visit www.nexstim.com or contact:
| Nexstim Janne Huhtala, Chief Executive Officer | +358 40 8615046 janne.huhtala@nexstim.com |
| UB Capital Ltd | +358 (9) 2538 0225 |
| Consilium Strategic Communications Mary-Jane Elliott Amber Bielecka Ivar Milligan Laura Thornton | +44 (0)20 3709 5700 nexstim@consilium-comms.com |
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, as supplemented on 30 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.