LivaNova PLC — Major Shareholding Notification 2016

May 13, 2016

For filings with the FCA include the annex
For filings with issuer exclude the annex

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ^{ii}		LivaNova plc
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights			☑
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached			☐
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments			☐
An event changing the breakdown of voting rights			☐
Other (please specify):			☐
3. Full name of person(s) subject to the notification obligation: ^{iii}	Equinox Two S.c.a. ("Equinox")
4. Full name of shareholder(s) (if different from 3.):^{iv}	Tower 6 Bis S. à r.l. ("Tower 6 Bis")
Bios S.p.A. ("Bios")
Tower 6 S. à r.l. ("Tower 6")
5. Date of the transaction and date on which the threshold is crossed or reached: ^{v}	19 October 2015
6. Date on which issuer notified:	13 May 2016
7. Threshold(s) that is/are crossed or reached: ^{vi, vii}	Tower 6 Bis: 3%
Bios: 8%
Tower 6: 11%
Equinox: 11%

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8. Notified details:

A: Voting rights attached to shares $^{viii, ix}$

| Class/type of shares
if possible using the ISIN CODE | Situation previous to the triggering transaction | | Resulting situation after the triggering transaction | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | Number of Shares | Number of Voting Rights | Number of shares | Number of voting rights | | % of voting rights $^x$ | |
| | | | Direct | Direct $^{xi}$ | Indirect $^{xii}$ | Direct | Indirect |
| Ordinary shares
CUSIP number: G5509L101 | Nil | Nil | Nil | 1,486,084
(held by Tower 6 Bis) | Nil | 3.0% | Nil |
| Ordinary shares
CUSIP number: G5509L101 | Nil | Nil | Nil | 4,262,285
(held by Bios) | Nil | 8.7% | Nil |
| Ordinary shares
CUSIP number: G5509L101 | Nil | Nil | Nil | Nil | 4,262,285
(held by Tower 6 via Bios) | Nil | 8.7% |
| Ordinary shares
CUSIP number: G5509L101 | Nil | Nil | Nil | Nil | 1,486,084
(held by Tower 6 via Tower 6 Bis) | Nil | 3.0% |
| Ordinary shares
CUSIP number: G5509L101 | Nil | Nil | Nil | Nil | 1,486,084
(held by Equinox via Tower 6 Bis (which is, in turn, held by Equinox via its direct shareholding in Tower 6)) | Nil | 3.0% |
| Ordinary shares
CUSIP number: G5509L101 | Nil | Nil | Nil | Nil | 4,262,285
(held by Equinox via Bios (which is, in turn, held by Equinox via its direct shareholding | Nil | 8.7% |

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B: Qualifying Financial Instruments

Resulting situation after the triggering transaction
Type of financial instrument	Expiration date xiii	Exercise/ Conversion Period xiv	Number of voting rights that may be acquired if the instrument is exercised/ converted.	% of voting rights
N/A	N/A	N/A	N/A	N/A

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments
xv, xvi

Resulting situation after the triggering transaction
Type of financial instrument	Exercise price	Expiration date xvii	Exercise/ Conversion period xviii	Number of voting rights instrument refers to	% of voting rights xix, xx
N/A	N/A	N/A	N/A	N/A	Nominal	Delta
					N/A	N/A

Total (A+B+C)

Number of voting rights	Percentage of voting rights
5,748,369	Tower 6 Bis: 3.0%
Bios: 8.7%
Tower 6: 11.7%
Equinox: 11.7%

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1. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xx

The transaction which completed on 19 October 2015 triggered a notification requirement as the transaction resulted in:

• Bios directly owning 4,262,285 ordinary shares in LivaNova plc;
• Equinox indirectly owning 4,262,285 ordinary shares in LivaNova plc via Equinox's 100%-owned subsidiary, Tower 6 and, in turn, Tower 6's 50%-owned subsidiary, Bios;
• Tower 6 Bis directly owning 1,486,084 ordinary shares in LivaNova plc; and
• Equinox indirectly owning 1,486,084 ordinary shares in LivaNova plc via Equinox's 100%-owned subsidiary, Tower 6 and, in turn, via Tower 6's 51%-owned subsidiary, Tower 6 Bis.

Previously, none of Bios, Equinox, Tower 6 or Tower 6 Bis held, directly or indirectly, any ordinary shares in LivaNova plc.

The 4,262,285 ordinary shares in LivaNova plc represent 8.7% of the total number of shares issued by LivaNova plc.

The 1,486,084 ordinary shares in LivaNova plc represent 3.0% of the total number of shares issued by LivaNova plc.

Proxy Voting:
10. Name of the proxy holder:	N/A
11. Number of voting rights proxy holder will cease to hold:	N/A
12. Date on which proxy holder will cease to hold voting rights:	N/A
13. Additional information:	N/A
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14. Contact name:	Massimiliano Seliziato
Giorgio Mercogliano

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15. Contact telephone number:	+352 2629861