Mainstay Medical Holding(s) in Company

 
TIDMIRSH 
 
 

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 ofshares           Number of voting rightsix                                                      % of voting rights 
ISIN code (if possible) 
 
                              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        Expirationdatex 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  Expirationdatex       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 thefinancial 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: [e-mail] 
Armance 
Bordes: [e-mail] 
Thomas 
Bermudes: [e-mail] 
[e-mail] 
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 [e-mail]. 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20190801005608/en/

 
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(END) Dow Jones Newswires

August 01, 2019 09:44 ET (13:44 GMT)