Proposed Secondary Placing of Ordinary Shares in NextVision Stabilized Systems Ltd.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE SECTION OF THIS ANNOUNCEMENT

RA'ANANA, Israel, June 17, 2026 /PRNewswire/ -- NextVision Stabilized Systems Ltd. (TASE: NXSN) ("Nextvision" or the "Company"), a growth technology company that develops, manufactures, and markets stabilized day-and-night imaging solutions for ground and aerial platforms such as micro and mini UAVs and drones, offering one of the world's best weight/size-to-performance ratios, today announced that a group of current shareholders of NextVision, including founders and members of the management team – namely Chen Golan, Michael Grosman, Boris Kipnis, and Nachman Benchaya (the "Selling Shareholders") – announced their intention to sell approximately a total of $200m in existing shares (the "Placing Shares") in NextVision, representing approximately 2% of the Company's outstanding shares, to Global and Israeli institutional investors through a bookbuilding process (the "Placing").

Commented Chen Golan, Founder and Chairman of NextVision, "Over the past 17 years, the founding shareholders of NextVision, who continue to lead the business, have been instrumental in building NextVision into a high-quality market leader, and we remain fully committed to the Company's long-term success and its evolution into a global leader in the drone market. This transaction represents a partial and coordinated monetisation of a portion of the founders' holdings in NextVision, while all preserving a very meaningful ownership position and strong alignment with shareholders. At the same time, we have seen strong interest from international investors in our shares and wanted to use this opportunity to broaden the Company's investor base with additional long-term shareholders. Through this process, we aim to improve trading liquidity, and support the Company's continued growth, while maintaining significant exposure to and confidence in NextVision's long-term prospects."

The offer price and the final number of shares in the Placing will be determined through a bookbuilding process (the "Bookbuilding"). The Bookbuilding for the Placing will open with immediate effect and may close at any time on short notice. A further announcement will be made following the completion of the Bookbuilding and pricing of the Placing.

The Company itself will not receive any proceeds from the Placing.

Jefferies is acting as Sole Global Coordinator and Joint Bookrunner in the Placing. UBS and Needham are acting as Joint Bookrunners, and Leader Capital Markets is acting as Sole Local Manager. 

In connection with the Placing, the Selling Shareholders have agreed to undertake a lock-up commitment for 90 calendar days, subject to certain customary exceptions and exemptions.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, any offer of the ordinary shares will be made only to "qualified institutional buyers" as defined in and in reliance on Rule 144A under the Securities Act or another available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Outside the United States, any offer will be made in accordance with Regulation S of the Securities Act.

This announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Recipients of this announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this announcement. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in NextVision's securities. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this announcement of the price at which NextVision's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for NextVision for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for NextVision.

IMPORTANT NOTICE

The publication or distribution or release of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

Members of the general public are not eligible to take part in the Placing. This announcement and any offer of securities to which it relates are only addressed to and directed at (1) in any member state of the European Economic Area (each, a "Relevant State"), persons who are qualified investors within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") ("EEA Qualified Investors"); (2) in the United Kingdom, persons who are qualified investors as defined under paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the "POATR") ("UK Qualified Investors" and, together with EEA Qualified Investors, "Qualified Investors"); and (3) in the United Kingdom, Qualified Investors who (a) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (b) fall within article 49(2)(a) to (d) of the Order or (c) are persons to whom an offer of the Placing Shares may otherwise lawfully be made ("relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons in the European Economic Area who are not Qualified Investors or by persons in the United Kingdom who are not relevant persons. Any investment or investment activity to which this announcement relates is available in the European Economic Area only to Qualified Investors and in the United Kingdom only to relevant persons and will be engaged in only with such persons.

In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction into which such offer or solicitation would be unlawful.

The Placing Shares have not been and will not be registered under the Securities Act, and may not be offered, sold or transferred, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States.

No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.

Any offer and sale of the Placing Shares in Canada will be made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of the Placing Shares into Canada must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Placing Shares outside of Canada. This announcement does not contain all of the information that would normally appear in a prospectus under applicable Canadian securities laws. No securities commission or similar authority in Canada has reviewed or in any way passed upon this announcement or the merits of the Placing Shares. Any representation to the contrary is an offense. This announcement is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the Placing Shares in Canada.

No offer and sale of Placing Shares is or will be made in Canada, except to persons who are: (a) an "accredited investor" within the meaning of Section 1.1 of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as applicable, and is either purchasing the Placing Shares as principal for its own account, or is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (b) such person was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (c) a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws.

No prospectus or offering document has been or will be prepared in connection with the Placing. The publicly available information of the Company is not the responsibility of, and has not been independently verified by, the Selling Shareholders, the Sole Global Coordinator, the Joint Bookrunners and the Sole Local Manager, or any of their respective affiliates (as such term is defined under Rule 501(b) of Regulation D of the Securities Act) (each, an "Affiliate"). The information contained in this announcement is for background purposes only and does not purport to be full or complete.

In connection with the Placing, the Sole Global Coordinator, the Joint Bookrunners and the Sole Local Manager or any of their Affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Sole Global Coordinator, the Joint Bookrunners and the Sole Local Manager and any of their Affiliates acting as investors for their own accounts. The Sole Global Coordinator, the Joint Bookrunners and the Sole Local Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Sole Global Coordinator, the Joint Bookrunners and the Sole Local Manager are acting for the Selling Shareholders in connection with the Placing and no-one else and they will not be responsible to anyone other than the Selling Shareholders for providing advice in relation to the Placing or any other matter referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Sole Global Coordinator, the Joint Bookrunners and the Sole Local Manager or by any of their Affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

International Investor Relations

Ehud Helft
[email protected]
EK Global Investor Relations
(US) +1 212 378 8040

SOURCE NextVision