TIDMLIVN
RNS - LivaNova Plc - LIVN Intended Delisting and Cancellation of
Ordinary Shares from London Stock Exchange
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
23 February 2017
LivaNova Plc
Intended Cancellation of Ordinary Shares from Listing on the
Official List and of Admission to Trading on the London Stock
Exchange
LivaNova Plc ("LivaNova") announces today that it has made
applications (i) to the UK Financial Conduct Authority (the "FCA")
for the cancellation of the standard listing of LivaNova's ordinary
shares of GBP1 per share (ISIN: GB00BYMT0J19) (the "Shares") on the
Official List of the UK Listing Authority and (ii) to the London
Stock Exchange plc (the "LSE") to cancel the admission to trading
of the Shares on the main market of the LSE (the "Main Market")
(together, the "Cancellation"). In connection with the
Cancellation, LivaNova has also decided to terminate its UK
domestic depositary interest ("DI") facility.
In accordance with UK Listing Rule 5.2.8, LivaNova is required
to give at least 20 business days' notice of the intended
Cancellation. LivaNova's proposed date of cancellation is 5 April
2017. It is expected that trading on the Main Market in the Shares
will cease at the close of business on 4 April 2017 with the
Cancellation becoming effective from 8:00 a.m. BST on 5 April
2017.
LivaNova will maintain its listing on the NASDAQ Global Market
("Nasdaq").
Reasons for the Cancellation
The board of directors of LivaNova (the "Board") has decided to
apply for the Cancellation on a voluntary basis for the following
reasons:
-- Only a small amount of trading in Shares is conducted on the LSE.
-- Generally, LivaNova will be subject to a lighter regulatory burden
following the Cancellation, thereby reducing resources devoted
to
compliance matters.
Effect of the Cancellation
Shareholders will no longer be able to buy and sell Shares on
the Main Market following the Cancellation. In addition, as
explained in more detail below under "Information for holders of
DIs", LivaNova's DI facility will be terminated in connection with
the Cancellation.
Following the Cancellation, LivaNova will no longer be required
to comply with the continuing obligations set out in the UK Listing
Rules, the UK Disclosure Guidance and Transparency Rules or the EU
Market Abuse Regulation. In addition, LivaNova will no longer be
subject to the provisions of the UK Disclosure Guidance and
Transparency Rules relating to the disclosure of changes in
significant shareholdings in LivaNova. LivaNova will continue to be
subject to the rules and regulations of the US Securities and
Exchange Commission, the Nasdaq Stock Market rules (the "Nasdaq
Rules") and all other laws, rules and regulations applicable to a
company with shares listed on Nasdaq. In addition, LivaNova will
continue to be subject to the UK Companies Act 2006 and all other
United Kingdom laws and regulations to the extent applicable to a
public company incorporated in England and Wales with shares listed
on Nasdaq.
Following the Cancellation, as LivaNova will remain a public
limited company incorporated in England and Wales but its
securities will not be admitted to trading on a regulated market in
the United Kingdom (or the Channel Islands or the Isle of Man), the
City Code on Takeovers and Mergers (the "Code") will only apply to
LivaNova if it is considered by the Panel on Takeovers and Mergers
(the "Panel") to have its place of central management and control
in the United Kingdom (or the Channel Islands or the Isle of Man).
This is known as the "residency test". The way in which the test
for central management and control is applied for the purposes of
the Code may be different from the way in which it is applied by
the United Kingdom tax authorities, HM Revenue & Customs
("HMRC"). Under the Code, the Panel will look to where the majority
of the directors of LivaNova are themselves resident, amongst other
factors, for the purposes of determining where LivaNova has its
place of central management and control. Accordingly, following the
Cancellation, the Panel has confirmed to LivaNova that the Code
will not apply to LivaNova and LivaNova will therefore not have the
benefit of the protections the Code affords, including, but not
limited to, the requirement that a person who acquires an interest
in Shares carrying 30% or more of the voting rights in LivaNova
must make a cash offer to all other shareholders at the highest
price paid in the 12 months before the offer was announced.
LivaNova will continue to prepare its consolidated United
Kingdom statutory accounts under International Financial Reporting
Standards and in accordance with the applicable requirements of the
UK Companies Act 2006.
As LivaNova has to date complied principally with the corporate
governance requirements outlined in the Nasdaq Rules and has only
complied with the UK Corporate Governance Code to the extent that
the relevant sections overlap, and are consistent with, the Nasdaq
Rules, LivaNova does not expect there to be any material change in
the corporate governance procedures applied by LivaNova as a result
of the Cancellation.
Information for holders of Dis
LivaNova has put in place a DI facility to give investors the
option to hold interests in such Shares through CREST in the form
of DIs (the "DI Facility"). Under the DI Facility, book-entry
interests in respect of Shares are credited to the DTC participant
account of Computershare Trust Company, N.A. ("CTCNA"), as
custodian, and corresponding DIs are issued by Computershare
Investor Services PLC ("Computershare"), as depositary and issuer
of the DIs, to CREST accounts nominated by the investor. In
connection with the proposed Cancellation, the DI Facility will be
terminated. LivaNova has instructed Computershare as the depositary
to terminate the DI Facility with effect from the close of business
on 4 April 2017 (the "DI Facility Termination Date"). Consequently,
and in accordance with the terms of the deed poll executed in
respect of LivaNova's DIs, Computershare will provide 30 days'
notice of termination to all DI holders.
Prior to the DI Facility Termination Date, any DI holder may
continue to direct their broker to complete a CREST Stock
Withdrawal in order for their DIs to be cancelled by Computershare
and for book-entry interests in respect of the underlying Shares to
be transferred from the DTC participant account of CTCNA to the
account of their designated DTC participant.
Any DIs remaining in the DI Facility as at the DI Facility
Termination Date will automatically be cancelled and replaced
through CREST on or shortly after the DI Facility Termination Date
with CREST depository interests ("CDIs") representing the same
number of underlying Shares. Such underlying Shares will, from this
time, be held by CREST International Nominees Limited, as custodian
in the DTC clearance system for Euroclear UK & Ireland Ltd.
("Euroclear") as the depository and issuer of the CDIs.
LivaNova will cover all cross-border DI cancellation fees
typically charged by Computershare in respect of the cancellation
of DIs up to and including close of business on 23 March 2017.
After that date, any such fees will be payable by the relevant DI
holders.
Investors in LivaNova who convert their DIs or CDIs to Shares
which are to be held by a DTC participant will be able to trade
those Shares on Nasdaq.
Investors in LivaNova who do not by the DI Facility Termination
Date take the necessary action to cancel their DIs and take receipt
of the Shares into an account of a DTC participant will have their
DIs automatically converted to CDIs. Holders of CDIs will continue
to be able to trade the Shares on Nasdaq by requesting the
cancellation of the CDIs and the release of the underlying Shares
from the DTC participant account of CREST International Nominees
Limited to the account of their designated DTC participant (in
accordance with Euroclear's standard protocols).
DI holders should contact their nominee, stockbroker, bank or
other agent to obtain further information on how the Cancellation
will impact them and their ability to hold CDIs and/or to trade
their Shares on Nasdaq.
UK stamp duty and stamp duty reserve tax ("SDRT")
The following summary does not constitute legal or tax advice
and is not exhaustive. DI holders should consult their own
professional advisers on the potential tax consequences of the
steps summarised under "Information for holders of DIs" above.
Transfers of DIs in respect of underlying Shares within CREST
are currently subject to SDRT. Transfers of CDIs in respect of
underlying Shares within CREST may also be subject to SDRT, subject
to any specific clearances obtained by Euroclear from HMRC. CREST
is obliged to collect SDRT on relevant transactions settled within
the CREST system.
No charge to UK stamp duty or SDRT should arise on the
cancellation of the DIs or any corresponding transfer of book-entry
interests in respect of the underlying Shares to the account of a
designated DTC participant or (save where a change in beneficial
ownership takes place) any corresponding transfer of the underlying
Shares outside DTC.
No charge to UK stamp duty or SDRT should generally arise on the
transfer of book-entry interests in Shares effected through the DTC
clearance system.
If Shares are withdrawn from the DTC clearance system, any
subsequent redeposit into DTC (or other clearance service or
depositary receipt system) of such Shares will generally incur UK
stamp duty or SDRT at the rate of 1.5% of the amount or value of
the consideration (rounded up on the case of UK stamp duty to the
nearest GBP5) or, in certain circumstances, the value of the
shares.
Timetable
23 February 2017 The application to the UK
Listing Authority for
the Shares to be cancelled
from the Official
List, and to the LSE for the
admission to trading
of the Shares to be cancelled was made.
23 February 2017 - 23 March Cross-border DI cancellation fees
2017 (inclusive) to be covered by LivaNova.
4 April 2017 The expected last day of dealings in the
Shares on the LSE. It is also the last
date for DI holders to
trade on the LSE or
to direct a transfer of book-entry
interests in respect of
the underlying Shares
to the account of a DTC participant.
The DI Facility terminates at Close
of Business on this date.
5 April 2017 The expected cancellation of the
listing and of the trading in
the Shares on the Main Market
at or around 8:00 am BST.
6 April 2017 The expected date for the issuance
of CDIs representing Shares where
DI holders have not requested
cancellation
of their DIs and
directed a transfer of the book-entry
interests in respect of
the underlying Shares to the
account of a DTC participant.
About LivaNova
LivaNova PLC is a global medical technology company formed by
the merger of Sorin S.p.A, a leader in the treatment of
cardiovascular diseases, and Cyberonics Inc., a medical device
company with core expertise in neuromodulation. LivaNova transforms
medical innovation into meaningful solutions for the benefit of
patients, healthcare professionals, and healthcare systems. The
Company employs approximately 4,600 employees worldwide and is
headquartered in London, U.K. With a presence in more than 100
countries, LivaNova operates as three business franchises: Cardiac
Surgery, Cardiac Rhythm Management, and Neuromodulation, with
operating headquarters in Clamart (France), Mirandola (Italy) and
Houston (U.S.), respectively.
LivaNova is listed on NASDAQ and is admitted to the standard
listing segment of the Official List of the UK's Financial Conduct
Authority and to trading on the London Stock Exchange (LSE) under
the ticker symbol "LIVN."
For more information, please visit www.livanova.com, or
contact:
CatherineMoroz
Company Secretary
Tel: +44 (0)203 325 0662
Email: catherine.moroz@livanova.com
Karen King
VP - Investor Relations
Tel: +1(281) 228-7441
Email: karen.king@livanova.com
View source version on businesswire.com:
http://www.businesswire.com/news/home/20170223006258/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
February 23, 2017 13:00 ET (18:00 GMT)
Grafico Azioni Livanova (LSE:LIVN)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Livanova (LSE:LIVN)
Storico
Da Giu 2023 a Giu 2024