TIDMIRSH
Mainstay Medical International plc (Mainstay or the Company,
Euronext Paris: MSTY.PA and ESM of the Irish Stock Exchange:
MSTY.IE), a medical device company focused on bringing to market
ReActiv8®, an implantable neurostimulation system to treat
disabling Chronic Low Back Pain, announces today that it has raised
gross proceeds of EUR30.1 million through the issue of 2,151,332
new ordinary shares (New Shares) to new and existing
shareholders.
The funds raised in this financing will be used to significantly
advance Mainstay's business. In particular, the net proceeds will
be used:
-- to complete the U.S. Pivotal ReActiv8-B Clinical Study in support of
an application for pre-market approval (PMA) from the US Food
and Drug
Administration (FDA)
-- to advance the initial commercialization of ReActiv8 in Germany and
additional markets
-- to invest in early commercial activities in preparation for launch in
the United States
-- for general corporate purposes.
Jason Hannon, CEO of Mainstay, commented: "Our goals for the
next two years are clear: complete the ReActiv8-B clinical study,
file the PMA for ReActiv8 with the FDA, and build our commercial
presence in 2018 for more meaningful commercial expansion starting
in 2019.A key focus in 2018 will be building market awareness in
Germany and developing reference sites who care for chronic back
pain patients and believe in ReActiv8. Over the next year we are
targeting to have 10 or more physician partners who have performed
multiple implants, with whom we will work to expand market
awareness and adoption, refine patient selection strategies and
follow ongoing patient progress. This financing provides the
capital to drive forward on all these goals."
Business Update
-- In December 2017, we announced the positive outcome of the Interim
Analysis of the ReActiv8-B Study. The Independent Data
Monitoring
Committee recommended the continuation of the Study with a
definitive
size of 168 evaluable patients. The DMC also reported that they
had no
safety concerns in the Study.
-- The ReActiv8-B Study is expected to be fully enrolled by the end of
the second quarter of 2018, with a full data readout expected
towards
the end of 2018. The ultimate number of patients in the Study
will be
higher than 168 due to the nature of the enrollment process.
-- Mainstay has continued to advance the initial commercialization of
ReActiv8 in Europe. Our European commercial activities are
initially
focused on Germany, where we are working to drive adoption in a
select
number of high volume spine care centers to develop reference
sites.
-- To date, 5 centers in Germany and Ireland have implanted patients with
ReActiv8, and several additional sites have been trained.
-- We were recently issued a new US Patent, U.S. Patent No. 9,861,811
"Electrical Stimulator for Treatment of Back Pain and Methods of
Use",
bringingthe total current number of US issued patents in the
Mainstay portfolio to nine.
Investors in the Financing
The investors in this pivotal financing are primarily
institutions in Europe and North America, at a price of EUR14 per
New Share. The Ireland Strategic Investment Fund) (ISIF) is
participating in the financing, subscribing for 714,285 New Shares,
representing approximately 33.2% of the total number of New Shares,
for an amount of approximately EUR10 million. ISIF is an Irish
sovereign development fund with a statutory mandate to invest on a
commercial basis in a manner designed to support economic activity
and employment in Ireland. ISIF played a key role in this
transaction.
Mainstay is implementing plans to bring additional elements of
its operations to Ireland following the ISIF investment. Mainstay
will build on its Irish footprint and benefit from the strong local
talent base. These elements of operational infrastructure will take
shape as the Company's business scales commercially. These
investments will, the Directors believe, support the Company's
growth over time and allow it to reach more customers, while
simultaneously adding investment and job creation to the Irish
market.
Specific information regarding the Financing
The New Shares will be issued immediately following the
publication of this announcement. In addition to ISIF, the
Company's existing long-term investors, Sofinnova Partners,
Fountain Healthcare Partners and KCK Limited and several individual
investors, are also participating in the financing.
The New Shares, when issued, will represent an increase of
approximately 32.5% from the Company's existing issued ordinary
share capital. Following issuance of the New Shares, the Company's
issued share capital will consist of 8,770,229 Ordinary Shares of
EUR0.001 each (which carry voting rights) and 40,000 deferred
shares with a nominal value of EUR1.00 each (which do not carry
voting rights). Therefore, the figure that should be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their holdings of
voting rights, or a change to their holdings of voting rights, over
the Ordinary Shares of the Company under the Transparency
(Directive 2004/109/EC) Regulations 2007 of Ireland, as amended and
the Transparency Rules of the Central Bank of Ireland is
8,770,229.
The New Shares, when issued, will be fully paid and rank pari
passu in all respects with the existing issued Ordinary Shares,
except that the New Shares will not be admitted to trading on
Euronext Paris or the Enterprise Securities Market (ESM) of the
Irish Stock Exchange plc (Admission) until the Company has
published a prospectus that is required to effect the admission to
trading of the New Shares on Euronext Paris in accordance with
Directive 2003/71/EC (as amended). The Company expects to publish
that prospectus (which requires approval by the Central Bank of
Ireland and which will be passported into France), and that
Admission will occur, by 15 May 2018. Under the terms of the
subscription agreements for the New Shares, the Company has agreed
that if Admission does not occur by 120 days after the issuance of
the New Shares, then for all or part of one or more of the
consecutive 30 day periods following that date (a Relevant Period)
during which Admission does not occur the Company shall separately
pay to each investor, as liquidated damages, a cash payment of 0.5%
of the total subscription price paid by the relevant investor for
each Relevant Period (or partial Relevant Period) during which
Admission has still not occurred; provided, however that in no
event shall the Company be required to pay to any investor an
aggregate amount that exceeds 5% of the total subscription price
paid by that investor. Any such payment(s) shall be made within
five Business Days of the end of each such Relevant Period.
Sofinnova Partners, KCK Limited and Fountain Healthcare Partners
(who are considered substantial shareholders under the Enterprise
Securities Market Rules for Companies (ESM Rules)) will subscribe
for 250,000, 428,572 and 138,280 New Shares respectively. Their
participation in the financing will constitute related party
transactions under Rule 13 of the ESM Rules. The Directors, with
the exception of Antoine Papiernik (with respect to Sofinnova
Partners), Nael Karim Kassar and Greg Garfield (with respect to KCK
Limited) and Manus Rogan (with respect to Fountain Healthcare
Partners), consider, having consulted with J&E Davy, the
Company's ESM Adviser, that the terms of the participation of
Sofinnova Partners, KCK Limited and Fountain Healthcare Partners in
the financing are fair and reasonable insofar as Mainstay
shareholders are concerned.
Jason Hannon, who is a Director, will also participate in the
financing, subscribing for 30,000 New Shares, so that following
completion of the financing, he will hold 30,000 Ordinary Shares,
representing 0.3% of the enlarged issued ordinary share capital of
the Company.
David Brabazon, who is also a Director, will also participate in
the financing, subscribing for 30,000 New Shares, so that following
completion of the financing, he will hold 57,828 Ordinary Shares,
representing 0.7% of the enlarged issued ordinary share capital of
the Company.
Greg Garfield, who is also a Director, will also participate in
the financing, subscribing for 2,912 New Shares, so that following
completion of the financing, he will hold 2,912 Ordinary Shares,
representing 0.03% of the enlarged issued ordinary share capital of
the Company.
Kempen (Amsterdam) acted as financial adviser and coordinating
placement agent, J&E Davy (Dublin) acted as financial adviser
and ESM Adviser, Merrion Capital (Dublin) acted as financial
adviser and placement agent and LifeSci Capital acted as financial
adviser and placement agent.
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (EU) No 596/2014 (MAR). Market
soundings, as defined in MAR, were taken in respect of the
Financing, with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this Announcement. Therefore, those persons that
received inside information in a market sounding are no longer in
possession of inside information relating to the Company and its
securities.
The person responsible for arranging release of this
Announcement on behalf of Mainstay is Tom Maher.
- End -
About Mainstay
Mainstay is a medical device company focused on bringing to
market an innovative implantable neurostimulation system,
ReActiv8®, for people with disabling Chronic Low Back Pain (CLBP).
The Company is headquartered in Dublin, Ireland. It has
subsidiaries operating in Ireland, the United States, Australia,
Germany and the Netherlands, and is listed on regulated market of
the Euronext Paris (MSTY.PA) and the ESM of the Irish Stock
Exchange (MSTY.IE).
About Chronic Low Back Pain
One of the recognized root causes of CLBP is impaired control by
the nervous system of the muscles that dynamically stabilize the
spine in the low back, and an unstable spine can lead to back pain.
ReActiv8 is designed to electrically stimulate the nerves
responsible for contracting these muscles and thereby help to
restore muscle control and improve dynamic spine stability,
allowing the body to recover from CLBP.
People with CLBP usually have a greatly reduced quality of life
and score significantly higher on scales for pain, disability,
depression, anxiety and sleep disorders. Their pain and disability
can persist despite the best available medical treatments, and only
a small percentage of cases result from an identified pathological
condition or anatomical defect that may be correctable with spine
surgery. Their ability to work or be productive is seriously
affected by the condition and the resulting days lost from work,
disability benefits and health resource utilization put a
significant burden on individuals, families, communities, industry
and governments.
Further information can be found at www.mainstay-medical.com
CAUTION - in the United States, ReActiv8 is limited by federal
law to investigational use only.
PR and IR Enquiries:Consilium Strategic Communications
(international strategic communications - business and trade
media)Chris Gardner, Jessica Hodgson, Nicholas BrownTel: +44 203
709 5700 / +44 7921 697 654Email:
mainstaymedical@consilium-comms.comorFTI Consulting (for
Ireland):Jonathan NeilanTel: +353 1 765 0886Email:
jonathan.neilan@fticonsulting.comorNewCap (for France)Julie
CoulotTel: +33 1 44 71 20 40Email: jcoulot@newcap.frorInvestor
Relations:LifeSci Advisors, LLCBrian RitchieTel: + 1 (212)
915-2578Email: britchie@lifesciadvisors.comorESM
Advisers:DavyFergal Meegan or Barry MurphyTel: +353 1 679
6363Email: fergal.meegan@davy.ie or barry.murphy2@davy.ie
Forward looking statements
This announcement includes statements that are, or may be deemed
to be, forward looking statements. These forward looking statements
can be identified by the use of forward looking terminology,
including the terms "anticipates", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "should", "will",
or "explore" or, in each case, their negative or other variations
or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward
looking statements include all matters that are not historical
facts. They appear throughout this announcement and include, but
are not limited to, statements regarding the Company's intentions,
beliefs or current expectations concerning, among other things, the
Company's results of operations, financial position, prospects,
financing strategies, expectations for product design and
development, regulatory applications and approvals, reimbursement
arrangements, costs of sales and market penetration.
By their nature, forward looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Forward looking statements are not guarantees of future performance
and the actual results of the Company's operations, and the
development of its main product, the markets and the industry in
which the Company operates, may differ materially from those
described in, or suggested by, the forward looking statements
contained in this announcement. In addition, even if the Company's
results of operations, financial position and growth, and the
development of its main product and the markets and the industry in
which the Company operates, are consistent with the forward looking
statements contained in this announcement, those results or
developments may not be indicative of results or developments in
subsequent periods. A number of factors could cause results and
developments of the Company to differ materially from those
expressed or implied by the forward looking statements including,
without limitation, the successful launch and commercialization of
ReActiv8, the progress and success of the ReActiv8-B Clinical
Trial,general economic and business conditions, the global medical
device market conditions, industry trends, competition, changes in
law or regulation, changes in taxation regimes, the availability
and cost of capital, the time required to commence and complete
clinical trials, the time and process required to obtain regulatory
approvals, currency fluctuations, changes in its business strategy,
political and economic uncertainty. The forward-looking statements
herein speak only at the date of this announcement.
Disclaimers
This announcement and the information it contains does not
constitute and shall not be considered as constituting a public
offer, an offer to subscribe or an intention to solicit the
interest of the public for a public offering of Mainstay's
securities in Ireland, France, the United Kingdom, the United
States or any other jurisdiction.
In Ireland, the offer of New Shares described above is being
made solely to persons who are "qualified investors" within the
meaning of article 2(1)(e) of the Directive 2003/71/EC (the
"Prospectus Directive") and "professional clients" as defined in
schedule 2, or "eligible counterparties" as defined in Regulation
38, of the European Union (markets in financial instruments)
Regulations 2017 and, to a small number of other individual
investors in accordance with other applicable exemptions under
Irish prospectus law.
In France, the offer of New Shares described above is being made
solely as a private placement, in accordance with Article L. 411-2
of the Code monétaire et financier and applicable regulations. The
offering does not constitute a public offering in France, as
defined in Article L. 411-1 of the Code monétaire et financier and
no prospectus reviewed or approved by the Autorité des marchés
financiers will be published. A listing prospectus will be prepared
for approval by the Central Bank of Ireland, passported into France
and published as part of the application for listing of the New
Shares.
This announcement does not constitute an offer to the public in
the United Kingdom. No prospectus has been or will be approved in
the United Kingdom in respect of the New Shares. Consequently, this
announcement is only directed at persons who (i) are located
outside the United Kingdom, or (ii) are in the United Kingdom and
are "qualified investors" as defined in section 86(7) of FSMA,
being persons falling within the meaning of Article 2(1)(e) of the
Prospectus Directive, and (a) who have professional experience in
matters relating to investments and who falls within the definition
of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order"), (b) fall within Article 49(2)(a) to (d) of
the Order, or (c) are persons to whom it may lawfully be
communicated under an exemption contained in the Order, (all such
persons together being referred to as "Relevant Persons"). Any
investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged
in only with such persons. Any person in the United Kingdom who is
not a Relevant Person should not act or rely on this document or
any of its contents. For the purpose of this paragraph, the
expression "Prospectus Directive" means Directive 2003/71/EC as
amended and implemented in the United Kingdom.
With respect to Member States of the European Economic Area, no
action has been taken or will be taken to permit a public offering
of the securities referred to in this announcement which would
require the publication of a prospectus in any Member State. There
will be no offer to the public of Ordinary Shares in any Member
State of the European Economic Area and no prospectus or other
offering document has been or will be prepared in connection with
the sale of the New Shares by Mainstay. In Member States of the
European Economic Area other than Ireland or the United Kingdom,
the New Shares are only being offered and sold to "qualified
investors" as defined in the Prospectus Directive or in other
circumstances falling within Article 2(1)(e) of the Prospectus
Directive and to "professional clients" or "eligible
counterparties" within the meaning of Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II").
This announcement does not constitute or form part of any offer
or solicitation to purchase or subscribe for, nor does it
constitute an offer to sell, or the solicitation of an offer to buy
Ordinary Shares in the United States or in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
its registration or qualification under the laws of such
jurisdiction. The New Shares mentioned herein have not been, and
will not be, registered under the U.S. Securities Act of 1933 (the
"Securities Act"). The New Shares may not be offered or sold in the
United States except pursuant to an effective registration
statement under, or an exemption from the registration requirements
of, the Securities Act. There will be no public offer of securities
in the United States.
J&E Davy, trading as Davy, which is authorised and regulated
in Ireland by the Central Bank of Ireland, is acting exclusively
for the Company and no one else in connection with the Financing
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
any advice in relation to the Financing or any matter referred to
herein.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New
Shares have been subject to a product approval process, which has
determined that such New Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the New Shares may
decline and investors could lose all or part of their investment;
the New Shares offer no guaranteed income and no capital
protection; and an investment in the New Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the offer of the New Shares. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Kempen & Co N.V.
will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt,
the Target Market Assessment does not constitute: (a) an assessment
of suitability or appropriateness for the purposes of MiFID II; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the New Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the New
Shares and determining appropriate distribution channels.
This distribution of this announcement may be subject to legal
or regulatory restrictions in certain jurisdictions. Any person who
comes into possession of this announcement must inform him or
herself of and comply with any such restrictions.
Not for distribution, directly or indirectly, in the United
States of America, Canada, Australia or Japan
This announcement is for information purposes only and does not
constitute an offer to sell or issue or the solicitation of an
offer to buy, subscribe for or otherwise acquire any new ordinary
shares of Mainstay Medical International plc in any
jurisdiction
This announcement contains inside information
View source version on businesswire.com:
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February 15, 2018 02:15 ET (07:15 GMT)
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