TIDMLMT
RNS Number : 9699A
Lombard Medical Technologies PLC
26 February 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION
IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Lombard Medical Technologies PLC
("Lombard Medical", or "the Company")
Recommended proposal to establish a new holding company
incorporated in the Cayman Islands of the Lombard Medical
Technologies Group, to list the shares of this new company on the
NASDAQ Global Market and to cancel the AIM trading facility of
Lombard Medical and re-register Lombard Medical as a private
limited company.
London, UK, 26 February, 2014 - Lombard Medical (AIM: LMT), the
specialist medical device company focused on Endovascular Aortic
Repair ("EVAR") of abdominal aortic aneurysms ("AAAs"), announces
that, it has today published a circular ("the Circular"), which
sets out the Board of Directors' recommendations to:
-- reorganise the Lombard Medical Technologies Group (the "LMT
Group") pursuant to a Court approved scheme of arrangement so that
Lombard Medical becomes a directly-owned subsidiary of Lombard
Medical, Inc. ("LM, Inc."), a new company incorporated as an
"exempted company" with limited liability pursuant to the Companies
Law (2013 Revision) of the Cayman Islands, and existing LMT
Shareholders are to be issued with 1 new share in LM, Inc. in
exchange for every 4 LMT Shares that they hold, such that
immediately following the Scheme becoming effective, and subject to
the fundraising, former LMT Shareholders will hold 100 per cent. of
the LM, Inc Shares in issue;
-- move the trading facility of the parent company of the LMT
Group from AIM to the NASDAQ Global Market;
-- implement an equity fundraising in LM, Inc. shortly after or
at around the time the Scheme of Arrangement becomes effective;
and
-- re-name Lombard Medical, Lombard Medical Technologies Limited
and re-register as a private limited company (together the
"Proposal").
This follows the announcement on 8 January 2014, regarding the
Board's intention to submit a registration statement to the SEC
relating to a proposed initial public offering of ordinary shares
and a listing on NASDAQ.
The Board believes that the Proposal to move to a US listing on
the NASDAQ Global Market is in the best interests of LMT
Shareholders. The Board believes that this is the natural next step
in the evolution of the Company. The Proposal will better align the
place of listing with the largest and most important market for the
LMT Group's products and where the Board expects the majority of
the LMT Group's future growth to take place. The Board considers
there to be a larger pool of investors in the US than in the UK who
are more familiar with the healthcare market in which the LMT
Group, and its competitor group, operates.
If the Scheme becomes effective, LM, Inc. will become the new
parent company of the LMT Group. As part of the Proposal, it is
intended that LM, Inc. will conduct a US initial public offering of
new LM, Inc. Shares and will list all LM, Inc. Shares on the NASDAQ
Global Market.
Following the Scheme becoming effective, the Company's AIM
trading facility will be cancelled and Lombard Medical will be
re-registered as a private limited company and renamed Lombard
Medical Technologies Limited.
The Circular sets out, amongst other things, the full terms and
conditions of the Scheme, an explanatory statement pursuant to Part
26 of the Companies Act 2006, an expected timetable of principal
events, notice of both the Court Meeting and the Scheme General
Meeting ("Scheme GM") and details of the action to be taken by LMT
Shareholders.
Copies of the Circular, the Forms of Proxy for use by LMT
Shareholders at the Court Meeting and the Scheme GM will be posted
to LMT Shareholders today. The Circular is also available for
download on the Company's website:
http://www.lombardmedical.com
As described in the Circular, to become effective, the Scheme
will require approval of LMT Shareholders at the Court Meeting and
the Scheme GM, and the sanction of the Court. Both LMT Shareholder
Meetings are expected to be held on 18 March 2014 at the offices of
Covington & Burling LLP, 265 Strand, London WC2R 1BH.
Subject to LMT Shareholders approving the Proposal at the Scheme
GM, it is anticipated that a Court hearing to sanction the Scheme
will be held on 7 April 2014. The Scheme will become effective as
soon as a copy of the Court Order is delivered to the Registrar of
Companies for registration. Subject to Court approval or changes in
the expected timing for the LM, Inc. Fundraising, this is expected
to occur, and the Scheme is expected to become effective, on 8
April 2014. LMT Shares are expected be cancelled on AIM at 8.00
a.m. on 8 April 2014 and Shares in LM, Inc. (including in relation
to LM, Inc. Fundraising Shares) will commence trading at 2.30 p.m.
(9.30 a.m. New York time) on 8 April 2014.
Trading of LMT Shares on AIM is expected to be suspended on 4
April 2014.
Such timetable may be subject to change and a further
announcement will be made in due course, as appropriate.
This press release and the information it contains is not for
publication or distribution, directly or indirectly, in or into the
United States. This press release is not intended to, and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of any such jurisdiction.
-Ends-
For further information:
Lombard Medical Technologies PLC Tel: +44 (0)1235 750 800
Simon Hubbert, Chief Executive
Officer
Ian Ardill, Chief Financial Officer
Canaccord Genuity Limited (Nomad) Tel: +44 (0)20 7523 8000
Lucy Tilley / Tim Redfern / Henry
Fitzgerald O'Connor / Dr Julian
Feneley
FTI Consulting (UK) Tel: +44 (0)20 7831 3113
Simon Conway / Stephanie Cuthbert
/ Victoria Foster Mitchell
About Abdominal Aortic Aneurysms
AAAs are a balloon-like enlargement of the aorta which, if left
untreated, may rupture and cause death. Approximately 4.5 million
people are living with AAAs in the developed world and each year
over 500,000 new cases are diagnosed. In the US, aortic aneurysm
disease is among the leading causes of death and it is estimated
that 1.7 million people over the age of 55 have an abdominal aortic
aneurysm.
About Lombard Medical
Lombard Medical Technologies PLC (AIM: LMT) is a medical device
company focused on device solutions for the $1.4 billion per annum
abdominal aortic aneurysm ("AAA") repair market. The Company's lead
product, Aorfix(TM), is an endovascular stent graft which has been
specifically designed to solve the problems that exist in treating
complex tortuous anatomy, which is often present in advanced AAA
disease. Aorfix is the only stent graft approved for AAA neck
angulations of up to 90 degrees and is currently being
commercialized worldwide. Aorfix is the first AAA stent graft not
of US origin to gain US FDA approval. The Company is headquartered
in Oxfordshire, England with US operations in Irvine, CA.
Further background on the Company can be found at
www.lombardmedical.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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