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Nexstim Plc: Resolutions of the annual general meeting of shareholders, 28 March 2018

Nexstim Oyj
Posted on: 28 Mar 18

Company announcement, Helsinki, 28 March 2018, at 12 PM

Nexstim Plc: Resolutions of the annual general meeting of shareholders, 28 March 2018

Nexstim Plc (NXTMH:HEX, NXTMS:STO) ("Nexstim" or "Company"), the targeted neuromodulation company developing and marketing pioneering navigated non-invasive brain stimulation systems for both therapeutic and diagnostic application, announces that the following resolutions were adopted at its annual general meeting of shareholders held today on 28 March 2018:
The annual general meeting of shareholders of Nexstim Plc adopted the Company's financial statements, including the consolidated financial statements for the year 2017, and discharged the members of the board of directors and the chief executive officer from liability.

Dividend and handling of loss

The annual general meeting resolved that no dividend would be paid for the financial year 1 January - 31 December 2017 and that the loss of the financial year be added to the loss account.

Composition and remuneration of the board of directors

The annual general meeting resolved on the number of the members of the board of directors at five. Martin Jamieson, Ken Charhut, Rohan J. Hoare, Juliet Thompson and Tomas Holmberg were elected to the board. Martin Jamieson was elected as the chairman and Juliet Thompson as the deputy chairman.

The remuneration of the members of the board of directors was resolved as follows: €36,000 for the members of the board domiciled in the USA, and €27,000 for the members domiciled in Europe. The annual general meeting recommended that the members of the board invest half of the above-mentioned remuneration in the Company's shares.

Further, the annual general meeting resolved that the members of the board committees shall be paid as follows; €10,000 for the chairman of a committee per year and €5,000 for the members of the committee.

It was decided that reasonable travel expenses be compensated to the board members.

The annual general meeting of shareholders 2016 decided that a restricted share unit plan be implemented to selected members of the board of directors of Nexstim Plc, the terms and conditions which can be found from www.nexstim.com. The plan includes four vesting periods, corresponding to the terms of office 2016-2017, 2017-2018, 2018-2019 and 2019-2020 of the member of the board.

The aim of the plan is to commit the participants to the Company, to align the objectives of the shareholders and the participants in order to increase the value of the Company and to offer the participants a reward plan based on receiving and accumulating the Company's shares.

The annual general meeting resolved that the target group of the plan will be those members of the board of director's who are independent of the Company. The reward allocations in 2018 will be determined in cash.

Allocation for board members for the vesting period 2018-2019

The annual general meeting decided that for each board member who is independent from the Company the grant gross value of the reward for the vesting period 2018-2019 will be EUR 12,500. The aim is to propose equal allocations for the board members also to the annual general meeting of shareholders in 2019.

The granted reward will be converted into restricted share units at the beginning of the vesting period, in 2018. The conversion of the granted reward into restricted share units will be based on the trade volume weighted average quotation of the Companys share on Nasdaq Helsinki Ltd during 20 trading days following the release date of the Companys Financial Statements from 2018. In the plan, one restricted share unit corresponds to one Company share. The value of the payable reward will be determined on the basis of the share price on the book-entry registration date of the paid shares.

The annual general meeting decided that rewards from the plan will be paid to the board members in the Companys shares within four weeks of the annual general meeting of shareholders in 2019 and 2020. The allocated reward for the vesting period 2018-2019 will be paid within four weeks of the annual general meeting of shareholders in 2019. The Company will withhold taxes and employment related expenses from the cash proportion of the reward according to law in force. Should a board member cease to be a member of the board before the end of a vesting period, no reward will be paid to him or her on the basis of such vesting period.

Ownership recommendation

The annual general meeting proposes that the participants will be strongly recommended to hold shares paid as reward as long as their mandate as a member of the board continues.

Election of the auditor and auditor's fee

PricewaterhouseCoopers Oy, an authorized Public Accountants was re-elected as the auditor with Martin Grandell acting as the auditor-in-charge. The auditor will be paid a reasonable fee.

Approval of financing arrangement and authorizing the board of directors to decide on the issuance of special rights entitling to shares

The Company announced in a company release published on 16 October 2017 that it was negotiating a financing arrangement (the " Financing Arrangement "), as described in the company release, with a European growth debt provider. In a company release published on 11 December 2017, Nexstim announced that it had entered into a loan agreement with Kreos Capital V (UK) Limited (" Kreos "). In the Financing Arrangement, Kreos will grant the Company a senior secured term loan facility of EUR 4 million (the " Loan Agreement "). Loans drawn down under the Loan Agreement will carry interest at the rate of 10.75% per annum. The Financing Arrangement was conditional on the approval of the annual general meeting.

In addition to the interest, Nexstim will be liable for the following fees and expenses under the Loan Agreement:

  • a EUR 40,000 transaction fee;
  • a fee calculated as 1.75% of the amounts drawn down under the Loan Agreement; and
  • if the Loan Agreement is not fully drawn, a fee calculated as 1.00% of the undrawn loan amount.

             
The following assets will be pledged, by Nexstim and its respective subsidiaries, pursuant to security agreements (the " Security Agreements "), as security for the amounts payable under the Loan Agreement:

  • Nexstim's bank accounts, promissory notes establishing a business mortgage over Nexstim's assets, intra-group loan receivables, the Nex 10 and Nex 15 patent families and trademarks as specified in the relevant agreement and the shares in Nexstim's UK subsidiary Nexstim Ltd and shares in Nexstim's German subsidiary Nexstim Germany GmbH;
  • the shares in Nexstim's US subsidiary Nexstim, Inc. as well as its assets capable of being pledged; and
  • the bank accounts and receivables of Nexstim's German subsidiary Nexstim Germany GmbH.

             
The Security Agreements also include Nexstim's US subsidiary Nexstim, Inc.'s guaranty agreement.

The Financing Arrangement also includes issuing warrants over new shares in Nexstim (the " Warrants "). An agreement governing the issuance of the Warrants would be entered into by and between Nexstim and Kreos Capital V (Expert Fund) LP (the " Warrant Agreement "). The maximum number of new shares to which the warrants entitle will be 1,739,761 (being 480,000 divided by the 90-day volume-weighted average price of the Nexstim share, as further specified in the Warrant Agreement).

The proceeds of the Financing Arrangement would primarily be used in furtherance of the bringing to market of Nexstim NBT® and NBS products in Europe and in particular in the United States.

The annual general meeting of shareholders resolved to approve the Financing Arrangement and the Loan Agreement, Security Agreements and the Warrant Agreement relating thereto.

Further, the annual general meeting of shareholders authorized the board of directors to decide on the issue of option rights and other special rights entitling to shares, pursuant to Chapter 10 Section 1 of the Finnish Companies Act through one or several resolutions in order to effectuate the Financing Arrangement and to issue Warrants to Kreos Capital V (Expert Fund) LP.

The maximum number of new or treasury shares to which the special rights entitling to shares (the Warrants) may entitle is 1,739,761 shares in aggregate (corresponding to approximately 1.86 per cent of the currently existing shares in the Company).

Further, the annual general meeting of shareholders resolved to authorize the board of directors to decide on all the terms of issuing the special rights entitling to shares. Weighty financial reasons exist for the issuance of the special rights entitling to shares as such issuance relates to the Financing Arrangement which, in the assessment of the board of directors, is necessary for the furtherance of the bringing to market of Nexstim NBT® and NBS products in Europe and the US.

The authorization is valid for five (5) years from the decision of the annual general meeting of shareholders. The authorization does not invalidate existing authorizations given to the board of directors.

Authorisations of the board of directors to decide on share issue as well as issue of option rights and other special rights entitling to shares

Authorization intended to be used for future financing needs and possible mergers and acquisitions and other corporate purposes

The annual general meeting of shareholders resolved to authorize the board of directors to decide on share issue as well as issue of option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Finnish Limited Liability Companies Act as follows:

The shares issued under the authorization are new or those in the Company's possession. Under the authorization, a maximum of 20,000,000 shares can be issued, which corresponds to approximately 17.65 percent of all the shares in the Company after the share issue, provided that new shares are issued. The shares or other special rights entitling to shares can be issued in one or more tranches.

The board of directors is authorized to decide on all terms for the share issue and granting of the special rights entitling to shares. The board of directors is authorized 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 Company to do so.

The authorization does not invalidate prior resolved and registered authorizations made at the general meeting of shareholders regarding share issue, issuing of option rights and other special rights entitling to shares.

The authorization is valid for one (1) year from the decision of the annual general meeting of shareholders.

The Company intends to use this authorization for the future financing needs as well as possible mergers and acquisitions and other corporate purposes.

Authorization intended to be used for the implementation of the RSU plan and for the long-term incentive plans for the management and the personnel of the Company

The annual general meeting of shareholders resolved to authorize the board of directors to decide on share issue as well as issue of option rights and other special rights entitling to shares, pursuant to Chapter 10 of the Companies Act as follows:

The shares issued under the authorization are new or those in the Company's possession. Under the authorization, a maximum of 3,000,000 shares may be issued, which corresponds to approximately 3.11 percent of all the shares in the Company after the share issue, provided that new shares are issued. The shares or other special rights entitling to shares can be issued in one or more tranches.

The board of directors is authorized to decide on all terms for the share issue and granting of the special rights entitling to shares. The board of directors is authorized 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 Company to do so. The authorization can also be used for incentive arrangements and payment of the board fees.

The authorization does not invalidate prior resolved and registered authorizations made at the general meeting of shareholders regarding share issue, issuing of option rights and other special rights entitling to shares.

The authorization is valid for five (5) years from the decision of the annual general meeting of shareholders.

The Company intends to use the authorization to the implementation of the RSU plan for the members of the board of director's and for the long-term incentive plans for the management and the personnel of the Company.

Minutes of the annual general meeting

The minutes of the annual general meeting will be published on, or by, 11 April 2018, on Nexstim's website.

NEXSTIM PLC
Martin Jamieson, CEO and Chairman of the Board

Further information is available on the website www.nexstim.com or by contacting:

Nexstim                                                                                                                                          
Martin Jamieson, CEO                                           +44 77 1516 3942
                                                                                                       martin.jamieson@nexstim.com

UB Securities Oy (Certified Adviser)                 +358 (0)9 2538 0246

Citigate Dewe Rogerson                                  +44 (0)207 2822949
David Dible/Shabnam Bashir/Isabelle Andrews                                    david.dible@citigatedr.co.uk

About Nexstim Plc
Nexstim is a targeted neuromodulation company developing and marketing pioneering navigated non-invasive brain stimulation systems for both therapeutic (NBT® system) and diagnostic (NBS system) applications. Nexstim's NBS system is the only FDA cleared and CE marked system based on navigated Transcranial Magnetic Stimulation (nTMS) for the pre-surgical mapping of the speech and motor cortices of the brain. Based on the same technology platform, the Company has developed the Navigated Brain Therapy (NBT®) which is CE marked in Europe for the treatment of stroke, major depression and chronic neuropathic pain.

Nexstim has received clearance from the FDA for marketing and commercial distribution of its NBT® system for the treatment of Major Depressive Disorder (MDD) and looks forward to introducing the NBT® system for this important indication during Q2 2018.

The NBT® system is currently in a 60 patient, supplemental Phase III study, E-FIT trial, for its use in stroke rehabilitation. The trial is expected to complete in mid-2018, allowing Nexstim to file for FDA clearance. FDA clearance would allow Nexstim to start marketing and selling its NBT® system for stroke rehabilitation in the USA.

Nexstim shares are listed on the Nasdaq First North Finland and Nasdaq First North Sweden. For more information please visit www.nexstim.com.

AGM resolutions


This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.

The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Nexstim Oyj via GlobeNewswire
HUG#2179816
GlobeNewswire
globenewswire.com

Last updated on: 29/03/2018

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