TIDMLSI TIDMLSIC
RNS Number : 1784Z
Lifeline Scientific, Inc
08 December 2014
8 December 2014
Lifeline Scientific, Inc.
("Lifeline" or "the Company")
Cancellation of Lifeline Scientific, Inc. Regulation S Trading
Line LSI.L - USU529641008
Lifeline Scientific (AIM: LSIC.L & LSI.L), the
transplantation technology company, is pleased to announce the
upcoming cancellation of its restricted Regulation S ("Reg S")
trading line and replacement of restricted Reg S shares with
unrestricted Lifeline shares, which in addition to other
advantages, aims to provide existing shareholders of restricted Reg
S Lifeline shares more liquidity and flexibility if they should
wish to trade their Lifeline shares. Additionally, this
announcement contains information which will assist existing
shareholders holding shares in certificated form who may wish to
trade their Lifeline shares at a future date.
Further to the regulatory announcement ("RIS") dated 3 December
2014, the Company is pleased to announce that the restricted Reg S
trading line (LSI.L ISIN USU529641008) will cease trading at 4:30
p.m. (UK time) on Friday 19 December 2014.
The Company anticipates that cancellation of the restricted line
will provide benefits to all Lifeline shareholders. Upon
cancellation of the restricted Reg S trading line, all Lifeline
shares will be quoted under one price quotation on the trading
platform of the London Stock Exchange and consequently only one
quoted trading price for all shareholders of Lifeline.
In addition, this change to the trading structure is intended to
increase the liquidity of Lifeline shares, increase transparency
around Lifeline's share capital, total holding rights and market
capitalization and to remove confusion when dealing in Lifeline
shares.
Upon cancellation of the restricted Reg S trading line, the
Company's registrar, Computershare Investor Services (Jersey)
Limited (the "Registrar"), will transfer all registered holders who
appear on the restricted Reg S share register as of close of
business on 19 December 2014 to the unrestricted share register
(LSIC.L ISIN US53223V1017) and issue new share certificates to
those shareholders. Once existing shareholders of restricted Reg S
Lifeline shares receive their new unrestricted Lifeline shares,
they will be able to freely trade their shares with all other
Lifeline shareholders. Upon cancellation of the Reg S. line, the
existing share certificates representing the Reg S Lifeline shares
will be void.
It is expected that the new share certificates representing
unrestricted shares will be posted on or around 22 December 2014
and shareholders should expect to receive them shortly thereafter.
It will not be necessary to return the restricted Reg S share
certificates, but the Company recommends that upon receipt of a new
share certificate, the shareholder should cross through their old
certificate or mark it in such a way as to show it is now void and
of no value.
Upon cancellation of the Reg S trading line and the transfer of
all holders of restricted Reg S Lifeline shares over to the
unrestricted share register, all shareholders will then hold
identical pari passu shares that all have identical voting rights.
An additional benefit of the consolidation of the two trading lines
is that any shareholder (other than certain affiliates) with access
to an electronic nominee account will be able to surrender their
paper certificate into an electronic holding. This process is
discussed in more detail below.
Although the cancellation of the restricted Reg S trading line
predominantly affects shareholders who currently hold shares on the
restricted Reg S register, due to recent European Union regulations
issued as part of the Central Securities Depositories Regulation
(the "CSDR"), which the London Stock Exchange will make effective
in 2015, the Company has instructed the Registrar to contact all
shareholders on or around the 22 December 2014. In particular, the
Company would like to make its shareholders aware of the provisions
of article 3.2 of the CSDR, which are also described in the
previous RIS issued on 3 December 2014. Once these provisions
become effective, shareholders will only be able to trade their
Lifeline shares on AIM if such trades are settled electronically
through CREST. It will still, however, be possible for shareholders
to hold their shares in certificated form until they wish to trade
them.
Therefore, as part of the communication from the Company being
sent by the Registrar on or about 22 December 2014, Lifeline
shareholders who currently hold their shares in certificated form
will also receive a CREST Transfer Form. Shareholders who hold
Lifeline shares in certificated form can contact their usual broker
or bank to discuss how to move their shares into CREST (the UK
electronic settlement system). Shareholders who already hold their
Lifeline shares in CREST in the form of Depositary Interests will
only be sent information concerning the above but no action is
required.
Lifeline shareholders who are US residents may find the process
of dematerializing and holding their Lifeline shares electronically
has, in recent years, become more difficult and costly due to US
legal and regulatory requirements. However, it is still possible
for US residents to move their shares held in certificated form
into electronic accounts and such shareholders should contact their
brokers to discuss the matter.
Any purchases or sales of restricted Reg S Lifeline shares that
remain unsettled at the time of the cancellation of the restricted
Reg S trading line will be transformed in the usual way and will
settle on the unrestricted common share line (LSIC.L -
US53223V1017).
The Total Voting Rights is currently 19,496,434 common shares
and each share carries the right to one vote. It is not anticipated
that there will be any change to this figure unless the Company
applies to list additional shares in the future. In this event
shareholders will be notified in a separate RIS announcement made
at that time.
For further information:
Lifeline Scientific, Inc. www.lifeline-scientific.com
David Kravitz, CEO Tel: +1 847 294 0300
Lisa Kieres, CFO Tel: +1 847 294 0300
Panmure Gordon (UK) Limited Tel: +44 (0)20 7886 2500
Freddy Crossley (Corporate Finance)
Maisie Atkinson (Corporate Broking)
Wayne Slyfield (Corporate Broking)
CMS Cameron McKenna (Specialist US Securities and UK Counsel)
Tel: +44 (0) 207 367 2700
Daniel Winterfeldt
Trish O'Donnell
Walbrook Tel: +44 (0)20 7933 8780 or lifeline@walbrookpr.com
Paul McManus Mob: +44 (0)7980 541 893
Mike Wort Mob: +44 (0)7900 608 002
About Lifeline Scientific Inc.
Lifeline Scientific, Inc. is a Chicago-based global medical
technology company with regional offices in Brussels and Sao Paulo.
The Company's focus is the development of innovative products that
improve transplant outcomes and lower the overall costs of
transplantation. Its lead product is the market-leading and
clinically validated LifePort Kidney Transporter. Devices for
preservation of the liver, pancreas, heart and lung are in late
stage pre-clinical development. For more information please visit
www.lifeline-scientific.com
About LifePort Kidney Transporter
Created with the challenges of organ recovery and transport in
mind, LifePort Kidney Transporter is a proprietary medical device
designed to provide improved kidney preservation, evaluation and
transport prior to transplantation. Today, it is widely recognised
as the world's leading machine preservation device for kidneys.
Employed by surgeons in over 160 leading transplant programmes in
27 countries worldwide, LifePorts have successfully preserved over
47,000 kidneys indicated for clinical transplant. For more
information please visit www.organ-recovery.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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