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: City and country of registered office (if applicable):
KCK Ltd Tortola, British Virgin Islands
4. Full name of shareholder(s) (if different from 3.)v:
5. Date on which the threshold was crossed or reachedvi:
29 July 2019
6. Date on which issuer notified:
23 September 2019
7. Threshold(s) that is/are crossed or reached:
Below 18% and below 17%
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 16.66% 13,421,504
Position of previous notification (if applicable) 18.04%
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
Ordinary Shares IE00BJYS1G50 2,236,418 16.66%
SUBTOTAL A 2,236,418 16.66%
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
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
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]
12.
Additional
informationxvi:
Done at London on 23 September 2019.
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/20190924005486/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
September 24, 2019 04:38 ET (08:38 GMT)
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