LivaNova PLC (NASDAQ:LIVN) Files An 8-K Other Events
Item 8.01 Other Events.
On February 23, 2017, LivaNova PLC (the “Company” or
“LivaNova”) announced 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 1 per
share (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.
“LivaNova”) announced 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 1 per
share (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 April
5, 2017. It is expected that trading on the Main Market in the
Shares will cease at the close of business on April 4, 2017, with
the Cancellation becoming effective from 8:00 a.m. BST on April
5, 2017.
give at least 20 business days’ notice of the intended
Cancellation. LivaNova’s proposed date of cancellation is April
5, 2017. It is expected that trading on the Main Market in the
Shares will cease at the close of business on April 4, 2017, with
the Cancellation becoming effective from 8:00 a.m. BST on April
5, 2017.
LivaNova will maintain its listing on the NASDAQ Global Market
(“Nasdaq”).
(“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:
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.
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.
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.
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.
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.
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 April 4, 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.
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 April 4, 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.
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.
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
March 23, 2017. After that date, any such fees will be payable
by the relevant DI holders.
typically charged by Computershare in respect of the
cancellation of DIs up to and including close of business on
March 23, 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.
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).
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.
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.
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.
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.
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.
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 5) or, in certain circumstances,
the value of the shares.
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 5) or, in certain circumstances,
the value of the shares.
Timetable
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February 23, 2017:
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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. |
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February 23, 2017 March 23, 2017 (inclusive):
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Cross-border DI cancellation fees to be covered by
LivaNova. |
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April 4, 2017:
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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. |
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April 5, 2017:
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The expected cancellation of the listing and of the
trading in the Shares on the Main Market at or around 8:00 am BST. |
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April 6, 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 PLC (NASDAQ:LIVN)
LivaNova PLC is a medical technology company. The Company operates through three segments: Cardiac Surgery, Cardiac Rhythm Management (CRM) and Neuromodulation. The Cardiac Surgery business unit is engaged in the development, production and sale of cardiovascular surgery products, including oxygenators, heart-lung machines, perfusion tubing systems and systems for autotransfusion and autologous blood washing. The CRM business unit develops, manufactures and markets products for the diagnosis, treatment and management of heart rhythm disorders and heart failure. CRM offers products, including leads and delivery systems, and information systems. The Neuromodulation business unit designs, develops and markets neuromodulation-based medical devices for the treatment of epilepsy and depression. Through the Neuromodulation business unit, the Company markets its implantable VNS Therapy systems that deliver vagus nerve stimulation therapy for the treatment of epilepsy and depression. LivaNova PLC (NASDAQ:LIVN) Recent Trading Information
LivaNova PLC (NASDAQ:LIVN) closed its last trading session down -0.79 at 48.27 with 256,534 shares trading hands.
