Regulatory News:
Standard Form TR-1
Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to
be sent to the relevant issuer and to
the Central Bank of Ireland)i
1. Identity of the issuer or the
underlying issuer of existing shares to which voting rights are
attachedii:
Mainstay Medical International plc
2. Reason for the notification
(please tick the appropriate box or boxes):
[x] An acquisition or disposal of voting
rights
[ ] An acquisition or disposal of
financial instruments
[x] An event changing the breakdown of
voting rights
[ ] Other (please specify)iii:
3. Details of person subject to the
notification obligationiv :
Name: Sofinnova Capital VI FCPR
City and country of registered office (if
applicable):
7-11 boulevard Haussmann, 75009 Paris,
France
4. Full name of shareholder(s) (if
different from 3.)v: N/A
5. Date on which the threshold was
crossed or reachedvi: 29 July 2019
6. Date on which issuer notified: 1
August 2019
7. Threshold(s) that is/are crossed or
reached: Below 27%
8. Total positions of person(s) subject
to the notification obligation:
% of voting rights attached to shares
(total of 9.A)
% of voting rights through financial
instruments (total of 9.B.1 + 9.B.2)
Total of both in % (9.A + 9.B)
Total number of voting rights of
issuervii
Resulting situation on the date on which
threshold was crossed or reached
21.97%
N/A
21.97%
13,421,504
Position of previous notification (if
applicable)
27.5%
N/A
27.5%
9. Notified details of the resulting
situation on the date on which the threshold was crossed or
reachedviii:
A: Voting rights attached to
shares
Class/type of shares
ISIN code (if possible)
Number of voting rightsix
% of voting rights
Direct
Indirect
Direct
Indirect
2,949,146
N/A
21.97%
N/A
SUBTOTAL A
2,949,146
21.97%
B 1: Financial Instruments according to
Regulation 17(1)(a) of the Regulations
Type of financial instrument
Expiration datex
Exercise/ Conversion Periodxi
Number of voting rights that may be
acquired if the instrument is exercised/converted.
% of voting rights
N/A
N/A
N/A
N/A
N/A
SUBTOTAL B.1
B 2: Financial Instruments with similar
economic effect according to Regulation 17(1)(b) of the
Regulations
Type of financial instrument
Expiration datex
Exercise/ Conversion Period xi
Physical or cash settlementxii
Number of voting rights
% of voting rights
N/A
N/A
N/A
N/A
N/A
N/A
SUBTOTAL B.2
10. Information in relation to the
person subject to the notification obligation (please tick the
applicable box):
[x] Person subject to the notification
obligation is not controlled by any natural person or legal entity
and does not control any other undertaking(s) holding directly or
indirectly an interest in the (underlying) issuer.xiii
[ ] Full
chain of controlled undertakings through which the voting rights
and/or the financial instruments are effectively held starting with
the ultimate controlling natural person or legal
entityxiv:
Namexv
% of voting rights if it equals or is
higher than the notifiable threshold
% of voting rights through financial
instruments if it equals or is higher than the notifiable
threshold
Total of both if it equals or is higher
than the notifiable threshold
11. In case of proxy voting: [name of
the proxy holder] will cease to hold [% and number] voting rights
as of [date]
N/A
12. Additional
informationxvi:
Sofinnova Partners SAS, a French
corporation (“SP SAS”), the management company of Sofinnova Capital
VI FCPR, may be deemed to have sole voting power, and Denis
Lucquin, Antoine Papiernik and Monique Saulnier, each managing
partners of SP SAS, may be deemed to have each the power to vote
the shares held by Sofinnova Capital VI FCPR in Mainstay Medical
International plc.
Done at Paris on August 1st, 2019.
Annex: Notification of major
holdings (only to be filed with the Central Bank of Ireland and
not with the relevant issuer)
A: Identity of the person subject to
the notification obligation
Full name (including legal form for
legal entities)
Sofinnova Capital VI FCPR (a French
Private Equity Investment Fund)
Contact address (registered office
for legal entities)
c/o Sofinnova Partners
7-11 boulevard Haussmann
75009 Paris – France
E-Mail
Monique Saulnier:
msaulnier@sofinnovapartners.com
Armance Bordes:
abordes@sofinnovapartners.com
Thomas Bermudes:
tbermudes@sofinnovapartners.com
legal@sofinnovapartners.com
Phone number / Fax number
+33 1 76 23 41 00
Other useful information (at least
legal a contact person for legal persons)
Armance Bordes
Thomas Bermudes
Monique Saulnier
B: Identity of the notifier, if
applicable
Full name
N/A
Contact address
N/A
E-Mail
N/A
Phone number / Fax number
N/A
Other useful information (e.g.
functional relationship with the person or legal entity subject to
the notification obligation)
N/A
C: Additional information:
N/A
The Central Bank of Ireland (“Central Bank”) may process
personal data provided by you in order to fulfil its statutory
functions or to facilitate its business operations. Any personal
data will be processed in accordance with the requirements of data
protection legislation. Any queries concerning the processing of
personal data by the Central Bank may be directed to
dataprotection@centralbank.ie. A copy of the Central Bank’s Data
Protection Notice is available at
www.centralbank.ie/fns/privacy-statement.
Notes
i. Persons completing this form should have regard to the
requirements of the Transparency (Directive 2004/109/EC)
Regulations 2007 as amended (the “Regulations”), the Central Bank
of Ireland’s Transparency Rules (the “Transparency Rules”) and
Commission Delegated Regulation (EU) 2015/761 of 17 December
2014.
ii Full name of the legal entity and other identifying
specification of the issuer or underlying issuer, provided it is
reliable and accurate (e.g. address, LEI, domestic number
identity).
iii Other reason for the notification could be voluntary
notifications, changes of attribution of the nature of the holding
(e.g. expiring of financial instruments) or acting in concert.
iv This should be the full name of (a) the shareholder; (b) the
natural person or legal entity acquiring, disposing of or
exercising voting rights in the cases provided for in Regulation
15(b) to (h) of the Regulations (Article 10 (b) to (h) of Directive
2004/109/EC); or (c) the holder of financial instruments referred
to in Regulation 17(1) of the Regulations (Article 13(1) of
Directive 2004/109/EC).
As the disclosure of cases of acting in concert may vary due to
the specific circumstances (e.g. same or different total positions
of the parties, entering or exiting of acting in concert by a
single party) the standard form does not provide for a specific
method how to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h)
of Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC), the following list is provided as an indication of
the persons who should be mentioned:
- in the circumstances foreseen in letter (b) of Regulation 15
of the Regulations (Article 10 of Directive 2004/109/EC), the
natural person or legal entity that acquires the voting rights and
is entitled to exercise them under the agreement and the natural
person or legal entity who is transferring temporarily for
consideration the voting rights;
- in the circumstances foreseen in letter (c) of the Regulation
15 of the Regulations (Article 10 of Directive 2004/109/EC), the
natural person or legal entity holding the collateral, provided the
person or entity controls the voting rights and declares its
intention of exercising them, and natural person or legal entity
lodging the collateral under these conditions;
- in the circumstances foreseen in letter (d) of Regulation 15
of the Regulations (Article 10 of Directive 2004/109/EC), the
natural person or legal entity who has a life interest in shares if
that person or entity is entitled to exercise the voting rights
attached to the shares and the natural person or legal entity who
is disposing of the voting rights when the life interest is
created;
- in the circumstances foreseen in letter (e) of Regulation 15
of the Regulations (Article 10 of Directive 2004/109/EC), the
controlling natural person or legal entity and, provided it has a
notification duty at an individual level under Regulation 14 of the
Regulations (Article 9 of Directive 2004/109/EC), under letters (a)
to (d) of Regulation 15 of the Regulations (Article 10 of Directive
2004/109/EC) or under a combination of any of those situations, the
controlled undertaking;
- in the circumstances foreseen in letter (f) of Regulation 15
of the Regulations (Article 10 of Directive 2004/109/EC), the
deposit taker of the shares, if he can exercise the voting rights
attached to the shares deposited with him at his discretion, and
the depositor of the shares allowing the deposit taker to exercise
the voting rights at his discretion;
- in the circumstances foreseen in letter (g) of Regulation 15
of the Regulations (Article 10 of Directive 2004/109/EC), the
natural person or legal entity that controls the voting rights;
- in the circumstances foreseen in letter (h) of Regulation 15
of the Regulations (Article 10 of Directive 2004/109/EC), the proxy
holder, if he can exercise the voting rights at his discretion, and
the shareholder who has given his proxy to the proxy holder
allowing the latter to exercise the voting rights at his discretion
(e.g. management companies).
v Applicable in the cases provided for in Regulation 15(b) to
(h) of the Regulations (Article 10 (b) to (h) of Directive
2004/109/EC). This should be the full name of the shareholder who
is the counterparty to the natural person or legal entity referred
to in Regulation 15 of the Regulations (Article 10 Directive
2004/109/EC) unless the percentage of voting rights held by the
shareholder is lower than the lowest notifiable threshold for the
disclosure of voting rights holdings in accordance with the
requirements of the Regulations and the Transparency Rules.
vi The date on which threshold is crossed or reached should be
the date on which the acquisition or disposal took place or the
other reason triggered the notification obligation. For passive
crossings, the date when the corporate event took effect.
vii The total number of voting rights shall be composed of all
the shares, including depository receipts representing shares, to
which voting rights are attached even if the exercise thereof is
suspended.
viii If the holding has fallen below the lowest applicable
threshold in accordance with the Regulations and the Transparency
Rules the holder is not obliged to disclose the extent of the
holding only that the holding is “below 3%” or “below 5%” as
appropriate.
ix In case of combined holdings of shares with voting rights
attached "direct holding" and voting rights "indirect holding",
please split the voting rights number and percentage into the
direct and indirect columns – if there is no combined holdings,
please leave the relevant box blank.
x Date of maturity/expiration of the financial instrument i.e.
the date when right to acquire shares ends.
xi If the financial instrument has such a period – please
specify this period – for example once every 3 months starting from
[date].
xii In case of cash settled instruments the number and
percentages of voting rights is to be presented on a delta-adjusted
basis (Regulation 17(4) of the Regulations/Article 13(1a) of
Directive 2004/109/EC).
xiii If the person subject to the notification obligation is
either controlled and/or does control another undertaking then the
second option applies.
xiv The full chain of controlled undertakings, starting with the
ultimate controlling natural person or legal entity, has to be
presented also in cases in which only on subsidiary level a
threshold is crossed or reached and the subsidiary undertaking
discloses the notification, as only thus will the markets get a
full picture of the group holdings. In the case of multiple chains
through which the voting rights and/or financial instruments are
effectively held, the chains have to be presented chain by chain
leaving a row free between different chains (e.g.: A, B, C, free
row, A, B, D, free row, A, E, F etc.).
xv The names of controlled undertakings through which the voting
rights and/or financial instruments are effectively held have to be
presented irrespective of whether the controlled undertakings cross
or reach the lowest applicable threshold themselves.
xvi Example: Correction of a previous notification.
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version on businesswire.com: https://www.businesswire.com/news/home/20190801005607/en/
Patrick Berkery Strategic Communications
FTI Consulting M: +353 (0) 86 602 5988
The Academy Building Pearse Street Dublin 2, Ireland
www.fticonsulting.com