TIDMTYR TIDMTYRU
RNS Number : 6668J
TyraTech, Inc.
09 April 2015
TyraTech, Inc.
("TyraTech" or the "Company")
Migration of Shares
TyraTech, Inc. (AIM: TYR and TYRU), a life sciences company
focusing on nature-derived insect and parasite control products,
announces that, following its announcement of 27 March 2015,
letters have now been posted to those shareholders which it
believes are eligible to participate in its sponsored migration
programme (the "Programme"). Under the Programme the Company's
common shares of US$0.001 ("Common Shares"), which trade on the
Company's restricted trading line under TIDM 'TYR' with ISIN number
USU890581080 and which are eligible to be traded on an unrestricted
basis will, if the holder so elects, be eligible to be migrated to
the Company's unrestricted trading line under TIDM 'TYRU' with ISIN
number US90239R2031 without the payment of any transfer costs.
Removal of the trading restrictions will allow the shares to
be:
-- transferred to its unrestricted trading line (TIDM: TYRU); and
-- settled (at the election of the shareholder), by means of
Depositary Interests, through the CREST electronic settlement
system ("CREST").
TyraTech currently has a total of 262,333,111 Common Shares in
issue, of which 1,084,413 are held in Treasury. 165,556,635 Common
Shares trade under TIDM 'TYR' in a restricted manner as permitted
by Regulation S promulgated under the U.S. Securities Act of 1933
(as amended). The Company's remaining 96,776,476 Common Shares in
issue are unrestricted and trade under TIDM 'TYRU'.
Eligibility
In general, under U.S. securities law, Common Shares that have
been in issue for more than one year and are not held by an
'affiliate' of the Company (an "Affiliate") qualify for
characterisation as unrestricted Common Shares ("Unrestricted
Common Shares"). An Affiliate for this purpose is a person that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the
Company (e.g., a director, officer or in certain circumstances a
substantial shareholder of the Company, taking into account shares
held by such person and any options, warrants or other securities
convertible or exercisable within 60 days, will be considered an
Affiliate).
The date that your shares were originally issued (rather than
the date your certificate representing those shares was issued)
generally is the date from which the holding periods are
calculated, except to the extent that such shares originally were
issued to an Affiliate or granted pursuant to an option plan. If
you purchased your shares in the open market rather than from the
Company or an Affiliate of the Company or from someone acting on
behalf of the Company or an Affiliate of the Company, you get
credit for any immediately prior periods during which the shares
were held continually by non-Affiliates.
All Unrestricted Common Shares currently held on the restricted
trading line TYR are eligible for migration to, and trading on, the
Company's unrestricted TYRU line. All Common Shares not meeting the
definition of Unrestricted Common Shares will continue to trade in
a restricted manner under the Company's TYR line. There is no
difference in entitlement between the Common Shares trading in the
restricted line and those trading in the unrestricted line, but the
TYRU line will serve to evidence the absence of restrictions on
trading otherwise imposed by the U.S. Securities Act of 1933 (as
amended) and will enable electronic settlement if a holder so
desires.
If your shares were issued pursuant to the TyraTech, Inc.
fundraise placing and subscription in July 2014, then such shares
are not yet eligible to move to the unrestricted line of trading.
Shares issued in the July 2014 Fundraise have certificate numbers
which are prefixed with "CM6". In addition, shares issued with the
prefix 'CM7' and 'CM8' are not yet eligible to move to the
unrestricted line of trading. If you have shares with the prefix
'CM1', 'CM2', 'CM3', 'CM4' or CM5' or shares which do not have a
'CM' prefix then these Common Shares are prima facie eligible to
move to the unrestricted line, save where the holder of such Common
Shares is an Affiliate (as further described above).
The Company has sent letters with instructions to shareholders
whose Common Shares it believes are eligible for migration
("Eligible Shares") to the Company's unrestricted TYRU line. Please
note that these letters will only be sent to the legal holder of
the Eligible Shares named on the share register. Accordingly,
beneficial shareholders whose shares are held through a nominee
should contact their nominee directly if they wish to migrate their
shares in the Programme.
To participate, holders of Eligible Shares must deliver their
current restricted share certificates to the Company's transfer
agent (Computershare Investor Services (Jersey) Limited, Queensway
House, Hilgrove Street, St Helier, Jersey, JE1 1ES, Channel
Islands) together with the Letter of Transmittal which has also
been sent to holders of Eligible Shares, by 29 April 2015. Holders
of Eligible Shares will have the option to either receive an
unrestricted certificate in return or have their Eligible Shares
entered into the Company's depositary interest facility that
permits trading on the unrestricted TYRU line to be settled
electronically through CREST. Please note that, following the 29
April 2015 deadline for receipt of completed Letters of
Transmittal, the Company and its advisers will make the necessary
arrangements for those eligible shares to be migrated. Accordingly,
it is expected that the migration will occur on or around 15 May
2015.
Shareholders in the Company who already hold unrestricted paper
certificates can apply to have their certificates entered into
CREST by completing a dematerialisation form and sending it to
Computershare.
Copies of the letter to shareholders and the Letter of
Transmittal (for eligible shareholders with restricted shares) and
a link to the dematerialisation forms (for shareholders with
unrestricted paper shares who wish to transfer to CREST) will be
made available on the Company's website, www.tyratech.com.
EU Regulation
On 17 September 2014 Regulation (EU) No. 909/2014 of the
European Parliament and of the Council of 23 July 2014 on improving
securities settlement in the European Union and on central
depositaries and amending Directives 98/26/EC and 2014/65/EU and
Regulation (EU) No. 236/2012 (OJ L257/1) came into force (the
"Regulation"). Among other things the Regulation requires that
where a transaction in transferable securities takes place on a
trading venue the relevant securities shall be recorded in
book-entry form in the Central Securities Depositary on or before
the intended settlement date, unless they have already been so
recorded. Effectively, this means that securities will need to be
settled in electronic form. On 27 November 2014, the London Stock
Exchange published a market notice indicating that the commencement
date for compliance with the requirement noted above for
transactions in 'Regulation S, Category 3' securities, such as the
Common Shares, would be 1 June 2015.
All companies that have shares listed on AIM under an exemption
provided by Regulation S of the U.S. Securities Act of 1933 (as
amended) are currently traded in certificated form to facilitate
the inclusion of required restrictive legends which cannot
currently be applied to securities recorded in book entry form in
the UK. Restricted shares that fail to become tradable in
electronic form by the 1 June 2015 deadline for the implementation
of the new EU regulation will not be in compliance with the
Regulation. At this time it is not clear what the impact of such
non-compliance will be.
TyraTech Inc.
Alan Reade, Non-Executive
Chairman Tel: +1 919
Bruno Jactel, Chief Executive 415 4340
Officer Tel: +1 919
Vincent T. Morgus, Chief 415 4287
Financial Officer & Treasurer
--------------------------------- --------------
SPARK Advisory Partners Limited, Tel: +44203
Nominated Adviser 368 3552
Matt Davis / Mark Brady Tel: +44203
368 3551
--------------------------------- --------------
Allenby Capital Limited ,
Joint Broker Tel: +44 20
Chris Crawford 3328 5656
--------------------------------- --------------
Whitman Howard Limited, Joint
Broker Tel: +44 20
Ranald Mc-Gregor Smith / 7659 1240
Niall Devins
--------------------------------- --------------
Walbrook, Financial PR and
IR Tel: +44 20
Nick Rome /Guy McDougall 7933 8790
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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