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
