Bli medlem
Bli medlem

Du är här

2017-01-25

Nexstim Plc ("Nexstim") Nexstim Plc: Invitation to the Extraordinary General Meeting of Shareholders

Helsinki, 25 January 2017 at 9:00 am

Nexstim Plc (NXTMH:HEX, NXTMS:STO), a medical technology company with a
pioneering navigated non-invasive brain stimulation system.

Shareholders of Nexstim Plc are invited to attend the Extraordinary General
Meeting of Nexstim on 17 February 2017, commencing at 10.00 (EET) at the
auditorium of Hotel Haven, at the address of Unioninkatu 17 Helsinki,
Finland. The reception of persons who have registered for the meeting will
commence at 9.30.

A. Matters on the agenda of the Extraordinary General Meeting of Shareholders

At the Extraordinary General Meeting of Shareholders, the following matters
will be considered:

1 opening of the meeting2 calling the meeting to order3 election of persons to scrutinize the minutes and to supervise the counting of votes4 recording the legality of the meeting5 recording the attendance at the meeting and adoption of the list of votes6 Resolutions relating to the Transaction (as defined below)6.1
Background of the Transaction
Nexstim announced on 21 July 2016 its plans to strengthen its working and
growth capital through a directed share issue of EUR 500,000, a convertible
bond facility (the "CBF
") of EUR 5 million, stand-by equity facilities of EUR 5 million (the
"Bracknor SEDA
") and 1.5 million (the "Sitra SEDA
") and special rights entitling to shares (the "Warrants
") to Bracknor Investment ("Bracknor
") and to Nexstim's then current shareholder, the Finnish Innovation Fund
Sitra ("Sitra
", together with Bracknor the "Investors
") (the "Transaction
").

In order to fulfil Nexstim's obligations under the Transaction, the
Extraordinary General Meeting of Shareholders held on 18 August 2016 resolved
to authorise the Board of Directors to resolve by one or several resolutions
on:

1 issues of shares to Nexstim itself without payment (up to 15,000,000
shares);
2 issues of new shares (up to 15,000,000 shares); and
3 issues of special rights entitling to shares referred to in Chapter 10 of
the Finnish Companies Act (up to 18,000,000 shares).

6.2
Share issues and conversions to date under the Transaction
To date, Nexstim has received the following funding and issued or converted
the following numbers of shares under the Transaction under the authorisation
granted by the Extraordinary General Meeting of Shareholders held on 18
August 2016 and the Annual General Meeting held on 31 March 2016:

* Fee for the Transaction, EUR 410,000, was paid by transferring a total of
643,987 treasury shares to Bracknor and Sitra.
* A directed share issue of 719,007 new shares in Nexstim to Sitra for a
subscription price of EUR 500,000.
* EUR 5 million from Bracknor under the CBF. The total principal amount of
the CBF has been converted to 32,839,821 new shares in Nexstim.
* EUR 2,833,940.65 under the Bracknor SEDA, towards which Nexstim has issued
12,365,714 new shares in Nexstim to Bracknor.
* EUR 499,999.98 under the Sitra SEDA, towards which Nexstim has issued
2,333,341 new shares in Nexstim to Sitra.

Under the Transaction, Nexstim has thus far received EUR 8,833,940.63 of
funding.

6.3
Completing the Transaction
After the Extraordinary General Meeting of Shareholders held on 18 August
2016, the share price of Nexstim has decreased considerably. The
above-mentioned authorisations granted by the Extraordinary General Meeting
of Shareholders held on 18 August 2016 and the Annual General Meeting held on
31 March 2016 have been utilized in full and are, thus, no longer available
to fulfil the remaining obligations of Nexstim towards the Investors under
the Transaction.

The finalisation of the Transaction is conditional on, inter alia, the
granting of necessary authorisations by the Extraordinary General Meeting
Shareholders of Nexstim. To complete the Transaction, the following further
share and Warrant issues are to be made:

* Under the Bracknor SEDA, 16,787,253 new shares in Nexstim to Bracknor
against EUR 2,166,059.25.
* Under the Bracknor SEDA, 5,875,539 Warrants to Bracknor for a per share
subscription price of EUR 0.6571 per Warrant.
* Under the Sitra SEDA, a maximum number of 5,000,000 new shares in Nexstim
to Sitra against EUR 1,000,000.
* Under the Sitra SEDA, the maximum of 1,750,000 Warrants to Sitra.
* Under the directed share issue to Sitra, the Bracknor SEDA, Sitra SEDA and
Bracknor CBF, 31,167,761 Warrants: * Under the CBF 25,771,439 Warrants to
Bracknor. The Warrants have a per share subscription price ranging from EUR
0.1411 to EUR 0.8539. Depending on the issue date of the Warrants, the
expiry date of the Warrants varies from 18 August 2020 to 30 December 2020.
* Under the Bracknor SEDA 4,328,001 Warrants to Bracknor. The Warrants have
a per share subscription price of EUR 0.6571. Depending on the issue date
of the Warrants, the expiry date of the Warrants varies from 1 November
2019 to 17 January 2020. * Under the directed share issue to Sitra and the
Sitra SEDA 1,068,321 warrants to Sitra. The Warrants have a per share
subscription price of EUR 0.6571. Depending on the issue date of the
Warrants, the expiry date of the Warrants varies from 22 August 2019 to 5
December 2019.

Assuming that the Investors exercise the issued Warrants in full, Nexstim will
receive EUR 10,280,690.47 in further funding by 30 December 2020. If the
Investors exercised the Bracknor SEDA, Sitra SEDA and Warrants in full,
Nexstim would receive EUR 18,457,491.40 in further funding. Together with the
already received funding and assuming that all of the outstanding Warrants
would be exercised, the total proceeds of the Transaction would be EUR
27,291,432.03.

In order to complete the Transaction, the Board of Directors makes the
proposal set out in section 6.4. The proceeds from the Transaction have been
and shall be used to ensure going concern operations and future growth. There
are, therefore, especially weighty financial reasons for issuing special
rights entitling to shares and deviating from shareholders' pre-emptive
subscription rights in the directed share issues in connection with the
Transaction.

6.4
Authorising the Board of Directors to resolve on share issues, as well as
option rights and other special rights entitling to shares
The Board of Directors proposes that the Extraordinary General Meeting of
Shareholders authorises the Board of Directors to resolve on share issues as
well as issues of option rights and other special rights entitling to shares,
pursuant to Chapter 10 of the Finnish Companies Act as follows:

The shares issued under the authorisation are new or those in Nexstim's
possession. Under the authorisation, a maximum number of 60,580,553 shares
can be issued. Shares, options and other special rights entitling to shares
can be issued in one or more tranches.

Under the authorisation, the Board of Directors may resolve upon issuing new
shares to Nexstim itself. However, Nexstim, together with its subsidiaries,
may not at any time own more than 10 per cent of all its registered shares.

The Board of Directors is authorised to resolve on all terms for the share
issue and granting of the special rights entitling to shares. The Board of
Directors is authorised to resolve on a directed share issue and issue of the
special rights entitling to shares in deviation from the shareholders'
pre-emptive right, provided that there is a weighty financial reason for the
Nexstim to do so.

The authorisation would be effective for five (5) years from the date of the
resolution of the Extraordinary General Meeting. This authorisation would not
replace previous authorisations granted to the Board of Directors.

7 Closing of the meeting 1 Documents of the Extraordinary General Meeting of Shareholders

The proposals relating to the agenda of the Extraordinary General Meeting of
Shareholders as well as this notice are available on Nexstim Plc's website at
www.nexstim.com. The proposals for the resolutions on the matters on the
agenda of the Extraordinary General Meeting of Shareholders are also
available at the Meeting. Copies of these documents and of this notice will
be sent to shareholders upon request. The minutes of the meeting will be
available on the abovementioned website as from 3 March 2017 at the latest.

C.

Instructions for the participants in the General Meeting of Shareholders

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 7 February 2017 in the shareholders'
register of Nexstim held by Euroclear Finland Ltd, has the right to
participate in the Extraordinary General Meeting of Shareholders. A
shareholder, whose shares are registered on his/her personal book-entry
account, is registered in the shareholders' register of Nexstim.

A shareholder, who wants to participate in the Extraordinary General Meeting
of Shareholders, shall register for the meeting no later than 14 February
2017 at 10.00 a.m. by giving a prior notice of participation. Such notice can
be given:

(a) on Nexstim's website:
www.nexstim.com; or

(b) by mail to address Nexstim Plc,
"Extraordinary General Meeting" Elimäenkatu 9B, 00510 Helsinki, Finland

In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business ID, address, telephone number and
the name of a possible assistant or proxy representative. The personal data
given to Nexstim is used only in connection with the Extraordinary General
Meeting of Shareholders and with the processing of related registrations.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares, based on which he/she
on the record date of the Extraordinary General Meeting, i.e. on 7 February
2017, would be entitled to be registered in the shareholders' register of
Nexstim held by Euroclear Finland Ltd. The right to participate in the
Extraordinary General Meeting requires, in addition, that the shareholder on
the basis of such shares has been registered into the temporary shareholders'
register held by Euroclear Finland Ltd at the latest by 14 February 2017 at
10 a.m. As regards nominee registered shares this constitutes due
registration for the Extraordinary General Meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders'
register of Nexstim, the issuing of proxy documents and re...

Författare Hugin

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.