Lombard Medical Technologies PLC Publication of circular (9699A)

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RNS Number : 9699A

Lombard Medical Technologies PLC

26 February 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Lombard Medical Technologies PLC

("Lombard Medical", or "the Company")

Recommended proposal to establish a new holding company incorporated in the Cayman Islands of the Lombard Medical Technologies Group, to list the shares of this new company on the NASDAQ Global Market and to cancel the AIM trading facility of Lombard Medical and re-register Lombard Medical as a private limited company.

London, UK, 26 February, 2014 - Lombard Medical (AIM: LMT), the specialist medical device company focused on Endovascular Aortic Repair ("EVAR") of abdominal aortic aneurysms ("AAAs"), announces that, it has today published a circular ("the Circular"), which sets out the Board of Directors' recommendations to:

-- reorganise the Lombard Medical Technologies Group (the "LMT Group") pursuant to a Court approved scheme of arrangement so that Lombard Medical becomes a directly-owned subsidiary of Lombard Medical, Inc. ("LM, Inc."), a new company incorporated as an "exempted company" with limited liability pursuant to the Companies Law (2013 Revision) of the Cayman Islands, and existing LMT Shareholders are to be issued with 1 new share in LM, Inc. in exchange for every 4 LMT Shares that they hold, such that immediately following the Scheme becoming effective, and subject to the fundraising, former LMT Shareholders will hold 100 per cent. of the LM, Inc Shares in issue;

-- move the trading facility of the parent company of the LMT Group from AIM to the NASDAQ Global Market;

-- implement an equity fundraising in LM, Inc. shortly after or at around the time the Scheme of Arrangement becomes effective; and

-- re-name Lombard Medical, Lombard Medical Technologies Limited and re-register as a private limited company (together the "Proposal").

This follows the announcement on 8 January 2014, regarding the Board's intention to submit a registration statement to the SEC relating to a proposed initial public offering of ordinary shares and a listing on NASDAQ.

The Board believes that the Proposal to move to a US listing on the NASDAQ Global Market is in the best interests of LMT Shareholders. The Board believes that this is the natural next step in the evolution of the Company. The Proposal will better align the place of listing with the largest and most important market for the LMT Group's products and where the Board expects the majority of the LMT Group's future growth to take place. The Board considers there to be a larger pool of investors in the US than in the UK who are more familiar with the healthcare market in which the LMT Group, and its competitor group, operates.

If the Scheme becomes effective, LM, Inc. will become the new parent company of the LMT Group. As part of the Proposal, it is intended that LM, Inc. will conduct a US initial public offering of new LM, Inc. Shares and will list all LM, Inc. Shares on the NASDAQ Global Market.

Following the Scheme becoming effective, the Company's AIM trading facility will be cancelled and Lombard Medical will be re-registered as a private limited company and renamed Lombard Medical Technologies Limited.

The Circular sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to Part 26 of the Companies Act 2006, an expected timetable of principal events, notice of both the Court Meeting and the Scheme General Meeting ("Scheme GM") and details of the action to be taken by LMT Shareholders.

Copies of the Circular, the Forms of Proxy for use by LMT Shareholders at the Court Meeting and the Scheme GM will be posted to LMT Shareholders today. The Circular is also available for download on the Company's website: http://www.lombardmedical.com

As described in the Circular, to become effective, the Scheme will require approval of LMT Shareholders at the Court Meeting and the Scheme GM, and the sanction of the Court. Both LMT Shareholder Meetings are expected to be held on 18 March 2014 at the offices of Covington & Burling LLP, 265 Strand, London WC2R 1BH.

Subject to LMT Shareholders approving the Proposal at the Scheme GM, it is anticipated that a Court hearing to sanction the Scheme will be held on 7 April 2014. The Scheme will become effective as soon as a copy of the Court Order is delivered to the Registrar of Companies for registration. Subject to Court approval or changes in the expected timing for the LM, Inc. Fundraising, this is expected to occur, and the Scheme is expected to become effective, on 8 April 2014. LMT Shares are expected be cancelled on AIM at 8.00 a.m. on 8 April 2014 and Shares in LM, Inc. (including in relation to LM, Inc. Fundraising Shares) will commence trading at 2.30 p.m. (9.30 a.m. New York time) on 8 April 2014.

Trading of LMT Shares on AIM is expected to be suspended on 4 April 2014.

Such timetable may be subject to change and a further announcement will be made in due course, as appropriate.

This press release and the information it contains is not for publication or distribution, directly or indirectly, in or into the United States. This press release is not intended to, and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

-Ends-

For further information:

 
 Lombard Medical Technologies PLC       Tel: [phone] 
  Simon Hubbert, Chief Executive 
  Officer 
  Ian Ardill, Chief Financial Officer 
 
 
 Canaccord Genuity Limited (Nomad)      Tel: [phone] 
  Lucy Tilley / Tim Redfern / Henry 
  Fitzgerald O'Connor / Dr Julian 
  Feneley 
 
 FTI Consulting (UK)                    Tel: [phone] 
  Simon Conway / Stephanie Cuthbert 
  / Victoria Foster Mitchell 
 
 
 

About Abdominal Aortic Aneurysms

AAAs are a balloon-like enlargement of the aorta which, if left untreated, may rupture and cause death. Approximately 4.5 million people are living with AAAs in the developed world and each year over 500,000 new cases are diagnosed. In the US, aortic aneurysm disease is among the leading causes of death and it is estimated that 1.7 million people over the age of 55 have an abdominal aortic aneurysm.

About Lombard Medical

Lombard Medical Technologies PLC (AIM: LMT) is a medical device company focused on device solutions for the $1.4 billion per annum abdominal aortic aneurysm ("AAA") repair market. The Company's lead product, Aorfix(TM), is an endovascular stent graft which has been specifically designed to solve the problems that exist in treating complex tortuous anatomy, which is often present in advanced AAA disease. Aorfix is the only stent graft approved for AAA neck angulations of up to 90 degrees and is currently being commercialized worldwide. Aorfix is the first AAA stent graft not of US origin to gain US FDA approval. The Company is headquartered in Oxfordshire, England with US operations in Irvine, CA.

Further background on the Company can be found at www.lombardmedical.com.

This information is provided by RNS

The company news service from the London Stock Exchange

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