Information  X 
Enter a valid email address

Mainstay Medical Intl. PLC (MSTY)

  Print   

Tuesday 29 April, 2014

Mainstay Medical Intl. PLC

Updated ESM Schedule 1

Updated ESM Schedule 1

Mainstay Medical Intl. PLC

Pre-Admission Announcement

ESM Schedule 1

Announcement to be made by the ESM Applicant prior to admission in accordance with rule 2 of the ESM Rules for Companies

All Applicants must complete the following

Company name Mainstay Medical International plc (“Mainstay Medical” or the “Company”)

Company registered address and if different, company trading address (including postcodes)
Registered Office: Clonmel House, Forster Way, Swords, County Dublin, Ireland

Country of incorporation Ireland

Company website address containing all information required by rule 26 in the ESM Rules for Companies

http://www.mainstay-medical.com/

Company business (including main country of operation) or, in the case of an investing company, details of its investing strategy. If the admission is sought as a result of a reverse takeover under rule 14 of the ESM Rules for Companies, this should be stated

Mainstay Medical is focused on the development of ReActiv8®, an active implantable medical device (AIMD) designed to treat people with Chronic Low Back Pain.

Mainstay Medical is headquartered in Dublin, Ireland and has subsidiaries operating in the United States and Australia (together the “Group”).

ReActiv8 represents a new approach to the treatment of Chronic Low Back Pain. ReActiv8 applies electrical stimulation to nerves that supply key stabilising muscles in the back, including the lumbar multifidus muscle. The hypothesis on which ReActiv8 is based is that electrical stimulation of the nerve that innervates the lumbar multifidus muscle to cause contraction of the muscle can help reactivate the muscle control system, thereby leading to improved spine stability and improvement in Chronic Low Back Pain.

Mainstay Medical has completed the design of ReActiv8 and is now focused on clinical development, regulatory approval and commercialisation. The timing of market entry shall be determined primarily by the timing of regulatory approvals for those markets. Following CE Mark approval, the Company intends to focus initially on key European markets such as Germany, UK, France, Austria, Switzerland and the Benelux (Belgium, Netherlands, Luxembourg) countries. This will be followed by market entry into strategically important non-EU countries such as Australia. The U.S. is a key strategic market for the Group. Entry into the U.S. market will follow subject to the granting of a Pre-Market Approval, and is expected to follow the key EU and strategically important non-EU markets.

Mainstay Medical has not yet generated revenues and has incurred operating losses of $2.9 million in 2011, $5.3 million in 2012, and $8.4 million in 2013.

Details of securities to be admitted including any restrictions as to transfer of securities (i.e. where known, number of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares)

The total number of ordinary shares of €0.001 each ("Ordinary Shares") to be admitted to ESM is 4,255,877. The issue price of each new Ordinary Share to be issued under the retail offer and institutional placement is €21.15.

Except as provided for by the lock-up agreements with existing shareholders, directors and senior managers, there are no restrictions on the transfer of securities to be admitted.

Capital to be raised on admission (if applicable) and anticipated market capitalisation on admission

€18.0 million is to be raised on admission through a retail offer and institutional placement of 851,175 new Ordinary Shares (assuming no exercise of the Over-allotment Option).

The anticipated market capitalisation of Mainstay Medical International plc on admission is expected to be €90.0 million.

Percentage of ESM securities not in public hands on admission

Approximately 89% (assuming full exercise of the Over-allotment Option and pending expiry of 12 month lock up arrangements for existing shareholders).

Details of any other exchange or trading platform to which the ex securities (or other securities of the company) are or will be admitted or traded

Application has been made to have the shares admitted to Euronext Paris, a regulated market under the EU Prospectus Regulations.

Full names and functions of directors and proposed directors (underlining the first name by which each is known or including any other name by which each is known)

Oern Stuge MD (Non-Executive Independent Chairman)
Antoine Papiernik (Non-Executive Director)
Manus Rogan PhD (Non-Executive Director)
Dan Sachs MD (Non-Executive Director)
David Brabazon (Non-Executive Independent Director)
Peter Crosby (Executive Director)

Full names and holdings of significant shareholders, expressed as a percentage of the issued ordinary share capital, before or after admission (underlining the first name by which each is known or including any other name by which each is known)

In so far as has been notified to the Company, the persons listed in the table below will have, after completion of the subscriptions for Ordinary Shares pursuant to the Offer, the following interests which represent three per cent. or more of the issued ordinary share capital of the Company:

     In so far as has been notified to the Company, the persons listed in the table below will have, after completion of the subscriptions for Ordinary Shares pursuant to the Offer, the following interests which represent three per cent. or more of the issued ordinary share capital of the Company:

         .

Name

 

Ordinary Shares after the Offer and before

 

Ordinary Shares after the Offer and exercise in

exercise of the Over-allotment Option

full of the Over-allotment Option

Number of   Percentage of issued Number of   Percentage of issued
Ordinary Shares ordinary share capital((1)) Ordinary Shares ordinary share capital((1))
Sofinnova Capital VI FCPR 1,775,829 41.7% 1,775,829 41.3%
Fountain Healthcare Partners Fund 1, L.P.(2) 566,171 13.3% 566,171 13.2%
Dan Sachs MD 515,000 12.1% 515,000 12.0%
Capricorn Health-Tech Fund NV 259,312 6.1% 259,312 6.0%
Medtronic, Inc. 235,209 5.5% 235,209 5.5%
Seventure Partners Managed Funds 194,333 4.6% 194,333 4.5%
(1) Excludes the 40,000 Deferred Shares held by Fountain Healthcare Partners Fund 1, L.P.
 
(2) Fountain Healthcare Partners Funds 1, L.P. also holds 40,000 Deferred Shares.

Names of all persons to be disclosed in accordance with schedule two, paragraph (h) of the ESM Rules for Companies

n/a

i anticipated accounting reference date 31 December

ii date to which the main financial information in the admission document has been prepared 31 December 2013

iii dates by which it must publish its first three reports pursuant to Rules 18 and 19 in the ESM Rules for Companies

a. 6 months ended 30 June 2014 by 31 August 2014;
b. Year ended 31 December 2014 by 30 April 2015; and
c. 6 months ended 30 June 2015 by 31 August 2015.

Expected admission

02 May 2014

Name and address of ESM Adviser

Davy
Davy House
49 Dawson Street
Dublin 2
Ireland

Name and address of broker

Davy
Davy House
49 Dawson Street
Dublin 2
Ireland

Other than in the case of a quoted Applicant, details of where (postal or internet address) the admission document will be available from, with a statement that this will contain full details about the Applicant and the admission of its securities

Copies of the Prospectus and the Pricing Statement will be available for download at www.mainstay-medical.com. The Prospectus contains full details about the applicant and the admission of its securities.

Date of notification

29 April 2014

New/update (see note): Update


a d v e r t i s e m e n t