TIDMTYR TIDMTYRU
RNS Number : 1834A
TyraTech, Inc.
18 March 2013
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR FROM THE UNITED STATES OF AMERICA, JAPAN, CANADA OR AUSTRALIA OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF
THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
For immediate release 18 March 2013
TYRATECH, INC.
("TyraTech" or the "Company")
Proposed Placing and Subscription of Common Shares to raise
GBP3m
TyraTech, Inc. (AIM: TYR and TYRU), a natural life sciences
company, announces that it has conditionally raised GBP3 million
before expenses by means of a placing and subscription of new
shares in the capital of the Company of $0.001 each (the "New
Common Shares") at 5 pence per New Common Share (the "Issue Price")
(together the "Placing and Subscription" or the "Fundraising"). The
funds raised will be used to help drive product registrations and
commercialisation partnerships across the Company's key markets and
geographies and provide working capital for the Company as its
patented technologies move towards commercialisation and into
retail and other distribution channels.
Highlights
-- Placing and Subscription of New Common Shares at an Issue
Price of 5 pence per share to raise GBP3 million before
expenses.
-- Net proceeds of the Fundraise will be used to:
- assist with the commercialisation of registered products in
North America and the European Union;
- apply for additional product registrations in the Company's
key markets and geographies;
- finish the late pipeline development of products close to
registration and commercialisation;
- develop and expand the Company's channels to market by signing
up with additional retail and other commercial /distribution
partners; and
- support general corporate purposes.
-- American Vanguard Corporation, the parent company of AMVAC
and, the Company's partner in its Envance Technologies joint
venture, has conditionally agreed to subscribe for 49,400,000 New
Common Shares at the Issue Price, representing 29.37% of the
Enlarged Issued Share Capital. Following the Fundraising, if
American Vanguard Corporation were to exercise in full the AMVAC
Warrants, it would hold 31.64% of the Company's share capital on a
fully diluted basis (i.e. assuming exercise in full of all
outstanding options and the AMVAC Warrants).
-- Certain Directors in the Company have conditionally agreed to
subscribe for 3,100,000 New Common Shares, in aggregate, at the
Issue Price.
-- The New Common Shares will represent 35.68% of the Enlarged
Issued Share Capital following completion of the Fundraising.
Special Meeting of Stockholders
The Placing and Subscription are subject, inter alia, to the
approval of the Company's Stockholders at the Special Meeting.
A circular, providing Stockholders with information about the
background to and the reasons for the Fundraising, outlining the
terms of the Placing and Subscription (the "Circular"), and
containing a notice of a Special Meeting of the Company convened
for 10.00 a.m. EST on 28 March 2013, at which, inter alia, the
resolutions upon which the Placing and Subscription are
conditional, will today be sent to Stockholders eligible to vote at
the meeting.
A copy of the Circular will also shortly be made available on
the Company's website, www.tyratech.com.
At the Special Meeting, Stockholders will be asked to approve
inter alia; (1) the increase in the issued share capital of the
Company, (2) the disapplication of pre-emption rights from the
issue of the New Common Shares, (3) the disapplication of
pre-emption rights from the issue of common shares of $0.001 each
("Common Shares") pursuant to the exercise of the AMVAC Warrants
and (4) the disapplication of the mandatory offer provisions from
the issue of New Common Shares to American Vanguard Corporation
pursuant to the Fundraising, and the exercise of the AMVAC Warrants
and the exercise of its participation rights pursuant to the
Relationship Agreement (described below).
Stockholders should be aware that, were the Resolutions not to
be approved at the Special Meeting, the Fundraising would not
proceed as described in the Circular and the Company would need to
pursue other (potentially less optimal) options in order to finance
the commercialisation of its products and other activities
described in the Circular.
Extracts from the Circular are set out below.
Alan Reade, Executive Chairman of the Company, commented: "This
funding reflects both the confidence in the prospects of our
business by our new strategic partner, AMVAC, and the opportunities
available to the Company as its technologies move from the
development stage to the commercialisation of numerous
applications, through multiple retail and distribution
channels."
In addition, further to the announcement of 18 June 2012, which
erroneously stated that 18,750 Common Shares had been issued
pursuant to the Company's 2007 Equity Compensation Plan, the
Company currently has 108,176,305 common shares of $0.001 each in
issue. The number of restricted common shares currently trading
under TIDM 'TYR' is 80,874,936 and the number of unrestricted
common shares currently trading under TIDM 'TYRU' is
27,301,369.
The Company also wishes to clarify that Bruno Jactel, Chief
Executive Officer of the Company, currently holds 665,204 Common
Shares representing an interest of 0.61% of the total voting rights
of the Company and is interested in 1,500,000 options over Common
Shares which were granted to him on 1 January 2013.
Unless stated otherwise, capitalised terms in this announcement
have the same meaning as given in the Circular.
For further information please contact:
TyraTech Inc.
Alan Reade, Executive Chairman
Tel: +1 919 415 4310
Bruno Jactel, Chief Executive Officer
Tel: +1 919 415 4280
N+1 Singer, Nominated Adviser and Joint Broker
Aubrey Powell / Alex Wright
Tel: +44 20 7496 3000
First Columbus LLP, Joint Broker
Chris Crawford
Tel: +44 20 3002 2070
Walbrook, Financial PR and IR
Bob Huxford / Paul Cornelius / Guy McDougall
Tel + 44 20 7933 8792
This summary should be read in conjunction with, and is subject
to, the full text of the attached announcement.
DISCLAIMER
N+1 Singer is acting as nominated adviser and broker to the
Company for the purpose of the AIM Rules. N+1 Singer, which is
authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for the Company in
relation to the Placing and Subscription. N+1 Singer is not acting
for any other person in connection with the matters referred to in
this announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of
N+1 Singer or for giving advice in relation to the matters referred
to in this announcement.
This announcement has been issued by the Company and is the sole
responsibility of the Company.
This announcement does not constitute a prospectus relating to
the Company and has not been approved by the UK Listing Authority,
nor does it constitute or form any part of any offer or invitation
to purchase, sell or subscribe for, or any solicitation of any such
offer to purchase, sell or subscribe for any securities in the
Company.
Proposed Placing and Proposed Subscription of New Common Shares
to raise gross proceeds of GBP3 million and Notice of Special
Meeting
Introduction
The Board of Directors of TyraTech, Inc. announced today that it
has conditionally raised GBP3 million before expenses by means of a
Placing, through its broker N+1 Singer, and Subscription (together,
the "Fundraising"). The funds raised will be used to help drive
product registrations and commercialisation partnerships across the
Company's key markets and geographies and provide working capital
for the Company as its patented technologies move towards
commercialisation and into retail and other distribution
channels.
As part of the Fundraising, American Vanguard Corporation, the
parent company of AMVAC and, the Company's partner in its Envance
Technologies joint venture, has conditionally agreed to subscribe
for 49,400,000 New Common Shares at the Issue Price, representing
29.37% of the Enlarged Issued Share Capital. Following the
Fundraising, if American Vanguard Corporation were to exercise in
full the AMVAC Warrants, it would hold 31.64% of the Company's
share capital on a fully diluted basis (i.e. assuming exercise in
full of all outstanding options and the AMVAC Warrants). In total,
the New Common Shares being issued represent 35.68% of the Enlarged
Issued Share Capital. Further information is set out below and in
Parts II and III of the Circular.
The Placing and Subscription are subject, inter alia, to the
approval of the Company's Stockholders at the Special Meeting. This
letter sets out further details of the Fundraising, the joint
venture agreement with AMVAC and the Special Meeting.
The purpose of the Circular is to explain the reasons for, and
provide details of, the Fundraising and to explain why your Board
considers that it is in the best interests of the Company and its
Stockholders as a whole and to recommend that you vote in favour of
the Resolutions.
A special meeting of the Company is being convened at which
Stockholders will be asked to consider and, if thought fit, pass
the Resolutions which are set out in the Notice of Meeting attached
to the Circular.
Resolution 1 is required to amend Article IV of the Company's
Certificate of Incorporation, so that the number of shares of
capital stock which the Company is authorised to issue is increased
from 200,000,000 to 300,000,000. Approval of a majority of those
Stockholders voting in person or by proxy at the Special Meeting of
the Company is required to pass Resolution 1.
Resolution 2 is required to disapply the pre-emption rights
contained in Article XI of the Company's Certificate of
Incorporation from the issue of the New Common Shares pursuant to
the Placing and Subscription. Approval of 75% of those Stockholders
voting in person or by proxy at the Special Meeting is required to
pass Resolution 2.
Resolution 3 is required to disapply the pre-emption rights
contained in Article XI of the Company's Certificate of
Incorporation from the issue of common shares in the capital of the
Company to American Vanguard Corporation pursuant to the exercise
of the AMVAC Warrants. Approval of 75% of those Stockholders voting
in person or by proxy at the Special Meeting is required to pass
Resolution 3.
Resolution 4 is required to disapply the mandatory offer
provisions of Article X of the Company's certificate of
incorporation from: (i) the issue of New Common Shares to American
Vanguard Corporation pursuant to the Fundraising; (ii) the issue of
common shares in the capital of the Company pursuant to the
exercise of the AMVAC Warrants; and (iii) the issue of shares of
common stock of the Company pursuant to the exercise of the
participation rights granted to American Vanguard Corporation under
the Relationship Agreement, including such shares as may be issued
upon the exercise of any rights to subscribe for shares granted
pursuant to such participation rights. Article X provides, inter
alia, that any person who acquires in a transaction or series of
transactions securities representing 30% of the voting rights in
the capital of the Company shall be required to make an offer to
the other Stockholders to acquire their shares. The relationship
and arrangements between the Company and American Vanguard
Corporation and AMVAC, including the holding of the AMVAC Warrants,
will not give rise to an obligation to make an Offer under Section
2 of Article X. Approval of a majority of those independent
Stockholders voting in person or by proxy at the Special Meeting is
required to pass Resolution 4. For these purposes an independent
Stockholder is a Stockholder other than: (i) American Vanguard
Corporation; and (ii) persons affiliated, with or acting in concert
with, American Vanguard Corporation.
In the event that the Resolutions were not to be approved at the
Special Meeting, the Fundraising would not proceed as described
herein and the Company would need to pursue other (potentially less
optimal) options in order to finance the commercialisation of its
products and other activities described in the Circular.
Background to and Reasons for the Fundraising
Over the last 12 months, the Company has continued to develop
its pipeline of products applicable across a range of commercial
segments and to develop commercial partnerships and distribution
channels in the US and EU in particular. The Company's pipeline now
includes more than 15 products at various stages of development
with 8 products ready for commercialisation, seeking to address or
already addressing the insect control, human health and wellbeing,
and animal health markets.
Insect Control
In December 2012, the Company announced that it has entered into
a licence agreement and joint venture agreement (together the
"Agreements") with AMVAC. The Agreements created a joint venture,
subsequently named Envance Technologies, to develop and
commercialise existing and new pesticide products featuring the
Company's Nature's Technology(TM) (the "Joint Venture"). Under the
terms of the Agreements, the Company received a significant upfront
licensing fee and will receive annual licence payments for a period
of ten years. Envance Technologies is owned 40% by TyraTech, with
the remaining 60% owned by AMVAC.
As set out in the announcement of 4 December 2012, the purpose
of the Joint Venture is to develop and commercialise best-in-class
pesticide technologies for the global consumer household and lawn
and garden retail markets. The first product being produced via the
Joint Venture is the Terminix(R) Ultimate Protection(R) product
line being distributed via one of the major US national retail
chains, as announced on 26 September 2012 and with manufacture
having started in November 2012. The Directors believe that the
Joint Venture will help develop and commercialise novel
technologies and products in global commercial, institutional,
professional, crop protection and seed treatment markets. The Joint
Venture will also develop new combinations of natural and synthetic
compounds using TyraTech's Extend Technology(TM) , to create
solutions with improved efficacy and environmental impact on a
range of crops.
Envance Technologies provides TyraTech with access to a range of
new global market opportunities, working with a leading specialty
and agricultural products company which develops and markets
products for crop protection and management, as well as turf and
ornamental management. Additionally, it will provide the Company
with access to AMVAC's global sales, regulatory and field R&D
resources.
Through the Joint Venture by the end of 2013, the Company hopes
to have its household and commercial and institutional pesticide
range retailing in the US and it hopes to have the range retailing
in the EU and the rest of the world during 2014/2015. The Company
also intends to launch a lawn and garden pesticide range in the US
in 2014 with a roll-out into the EU from 2015, with additional
product launches of synthetic mixtures also taking place from the
same date. A wider international roll out of the household,
commercial and institutional ranges is also expected from 2015
onwards.
The Directors estimate that Envance's products will participate
in an addressable pesticide market worth approximately $3.5-4.5
billion.
Human Health & Wellbeing
The Company continues to focus on three main areas of the
market:
Head Lice control: In December 2012, the Company received
notification from the U.K. regulatory body, the Medicines and
Healthcare products Regulatory Agency ("MHRA"), that the Company's
head lice product VaMOUSSE!(TM) has been registered with the MHRA
as a Class I medical device. The Company is now in discussions with
a number of retail partners to distribute the product under own
store brands or through branded products in both the mass and
pharmacy markets. The Board expects the product to be launched
commercially at the end of 2013. Registration is also being
actively pursued in the USA, where there are substantial market
opportunities. Discussions are already on-going with potential
commercialisation partners including discussions with regard to
head lice and personal repellent products with a market leader in
France and a global leader in mass retail of own branded
products.
Personal Repellents: As announced on 18 December 2012,
Laboratory and Field trials have demonstrated that the Company's
new personal insect repellent, significantly outperforms the market
standard 15% DEET solution for both mosquito and tick repellency.
Trials have been carried out using various species of mosquito
including those which are known vectors of West Nile Virus,
Malaria, Dengue fever, yellow fever and St Louis encephalitis. Tick
trials have included species which are vectors for Lyme disease,
Rocky Mountain spotted fever and Southern tick associated rash
infection (STARI). To date, the Company has been granted
registrations for its personal repellent in the US, UK and German
markets. The product is, therefore, ready for immediate
commercialisation in the retail markets in these countries and in
this regard the Company is in on-going discussions with certain
major retailers in the US as well as in the European markets.
With regard to target markets, while continuing to focus
primarily on mature, developed markets, the Company is also looking
at ways in which it can enter high growth, emerging markets such as
Brazil, Latin America, India, China and the rest of Asia where
insects and parasites are a major and persistent problem. In
addition a rich pipeline of products is built around the repellent
technology to address other insects (head lice, bed bugs, fleas)
and other delivery platforms (diffuser, aerosols, washes and
plastics).
The Company aims to have launched its head lice products
commercially in the EU by the end of 2013, in the US by the end of
2014 and to commence launching into the wider global market from
2015. The Company also aims to launch its personal repellent
products in the EU and in the US during the course of 2013, with a
global roll-out planned from 2014.
Human Intestinal Parasite Control: The Company is developing
products to control the level of harmful intestinal parasites. In
particular, the Company has developed in partnership with Mondel z
International (formerly Kraft Foods) novel formulations which could
be used in functional foods and other presentations such as OTC
pharmaceutical, able to control the level of soil transmitted
helminths in humans. The debilitating impact of this intestinal
parasite affects more than 2 billion people annually, most of them
located in countries like Mexico, China, India, Indonesia and
Brazil. The Company, in partnership with Mondel z, is actively
looking for commercialisation partners and is in current active
discussions with companies having an existing business in Asia and
Northern Africa.
The Directors estimate that the addressable global Human Health
& Wellbeing market in which its repellent and head lice
products will compete is worth approximately $1-2 billion.
Animal Health
The Company continues to develop several products for both the
companion and production animal markets. In January 2013, the
Company received notification, from both the United States Patent
and Trademark Office (USPTO) and the State Intellectual Property
Office (SIPO) of the People's Republic of China, that two new
patents had been granted for the Company's novel natural
compositions for controlling intestinal worms and parasites. The
Directors believe that these new patents are an important addition
to TyraTech's intellectual property portfolio as they will provide
support and protection for the Company's pipeline of anthelmintic
(worm controlling) solutions for humans, as well as companion and
production animals.
The Company is in on-going negotiations with leading animal
health companies for the commercialisation of already registered
fly control products and other insects control products for
production animal production facilities. The company is also in the
final stages of development of fly repellents for horses and dairy
cattle together with flea and tick products for companion animals.
The Company expects its insect control products for production
animal premises to be launched in 2013 in the USA as well as in
Europe. Its horse fly repellent product is expected to be launched
in 2013, with companion animal horse fly repellent products
expected to launch in 2014. The other pipeline products, targeting
both external and internal parasites for companion and production
animals, are in development with launch dates from 2014. The
Company is also in advanced discussion with animal health companies
to develop products to control internal and external parasites in
fish.
Furthermore, as with the personal repellent market, the Company
is currently looking to extend the geographical reach of its Animal
Health technologies into higher growth, emerging markets such as
Brazil, Russia, India and China.
The Directors estimate that the addressable global Animal Health
market in which its products will compete is worth approximately
$5-6 billion annually.
Summary
The Company believes that its products provide solutions to
global problems and that its products and potential products have
efficacy rates which have been proven to be as good or superior to
the synthetic products currently in the market and with a much
improved safety profile.
Following a period of significant research and development, the
Company has a number of products which are either in the market or
ready to be commercialised in the near term, and the Directors
believe that with this commercialisation and prospective new
product launches over the medium to longer term, the Company has
laid the foundations for sustainable growth.
Patents and Registrations
The Company continues to focus on the intellectual security of
its developed and developing product lines and now has 3 patents
granted in the U.S., 11 patents granted internationally and 85
patent applications pending across 19 countries. As mentioned
above, the Company has received a number of product registrations
and patents over the last 5 months. The Company's recent patent
approvals and registrations are set out below:
-- October 2012: Patent granted for the Company's novel
anti-parasitic and pest control composition by the USPTO
-- November 2012: Registration granted for the Company's new
personal insect repellent in 49 States and the District of
Columbia
-- December 2012: Registration granted for the Company's head
lice product VaMOUSSE!(TM) by the U.K. regulatory body, the
Medicines and Healthcare products Regulatory Agency
-- December 2012: Registration granted for the Company's personal insect repellent in Germany
-- December 2012: Registration for the Company's personal insect repellent in the UK
-- January 2013: Patents granted for the Company's novel natural
compositions for controlling intestinal worms and parasites from
both the USPTO and the SIPO of the People's Republic of China
-- February 2013: Patent granted for the Company's Extend(TM) patent in South Africa
AMVAC Relationship
In December 2012, the Company announced that it had entered into
a licence agreement and joint venture agreement (together the
"Agreements") with AMVAC. Further information on the Agreements can
be found in Part III.
Subscription
AMVAC's parent company American Vanguard Corporation has
conditionally agreed to subscribe for 49,400,000 New Common Shares
at the Issue Price, representing 29.37% of the Enlarged Issued
Share Capital. Following the Fundraising, if American Vanguard
Corporation were to exercise in full the AMVAC Warrants, it would
hold 31.64% of the Company's share capital on a fully diluted basis
(i.e. assuming exercise in full of all outstanding options and the
AMVAC Warrants).
The subscription is conditional, inter alia, upon the Placing
becoming unconditional, upon the passing of the resolutions and
upon certain standard warranties remaining true and correct as at
Admission.
The Company has agreed that subject to American Vanguard
Corporation's subscription for 49,400,000 New Common Shares
pursuant to the Subscription becoming unconditional, it will amend
and restate the AMVAC Warrants so that the exercise price under
such warrants be amended from 10 pence to 6 pence per share and the
expiry of the exercise period of such warrants be extended from to
31 May 2013 to 31 May 2015. The amended and restated warrants will
contain a provision to the effect that if the Company issues any
Common Shares at a price lower than 6 pence per share, then the
exercise price under the warrants will be reduced to such lower
price.
Relationship Agreement
As a result of this substantial holding in the Company, American
Vanguard Corporation has entered into a Relationship Agreement with
the Company which provides, inter alia, as follows:
(a) The provisions of the Relationship Agreement are conditional
on such number of ordinary shares being issued to American Vanguard
Corporation and/or any of its associates, including inter alia, any
subsidiary, so that immediately following such issue American
Vanguard Corporation along with any of its associates will own or
control 20% or more of the issued shares of common stock in the
capital of the Company.
(b) American Vanguard Corporation shall, and shall procure that
any of its associates will, exercise their voting rights and other
rights attaching to their common shares to procure that:
(i) the Company and its subsidiaries are able to carry on their
business independently of American Vanguard Corporation and its
associates;
(ii) all transactions, agreements or arrangements entered into
between a member of the Company's group and American Vanguard
Corporation or any of its associates will be made at arm's length
and on a normal commercial basis; and
(iii) at all times, the majority of directors on the board of
directors having the right to cast a majority vote will be made up
of directors who are independent of American Vanguard Corporation
and its associates,
save that, nothing these provisions shall limit, restrict and/or
otherwise affect (a) AMVAC Chemical Corporation's ability to
exercise its rights as a majority shareholder of the Joint Venture
and/or (b) AMVAC's ability to exercise its voting rights in
connection with matters involving the Joint Venture, and further
these undertakings shall not have effect at any time when American
Vanguard Corporation along with any associate, owns or controls 50%
or more or more of the rights to vote at meetings of the Company's
stockholders.
(c) American Vanguard Corporation has the right to nominate,
from time to time, one candidate to fill the office of director of
the Company, subject to the approval of the Company's nominations
committee.
(d) In the event that the Company offers new voting shares, or
securities convertible into voting shares in its capital stock for
cash, the Company must offer to American Vanguard Corporation on
the same terms such number of securities as is required to maintain
the proportion of American Vanguard Corporation's voting rights in
the Company.
(e) Subject to certain exceptions, American Vanguard Corporation
agrees to be bound by (for so long as the Company continues to be
traded on AIM):
(i) a 180-day lock-up period during which American Vanguard
Corporation and its associates are prohibited from transferring or
otherwise disposing of any shares of common stock under the control
of American Vanguard Corporation of any of its associates and any
other relevant securities in the Company other than to an associate
of American Vanguard Corporation to the extent permitted under the
Relationship Agreement;
(ii) a 2-year lock-up period (following the expiry of the 180
day lock-up period referred to above) during which American
Vanguard Corporation and its associates are prohibited from
transferring or otherwise disposing of any securities in the
Company other than to an associate of American Vanguard Corporation
to the extent permitted under the Relationship Agreement or through
a sale brokered by the Company's nominated adviser in order to
maintain an orderly market in the Common Shares.
Current Trading and Outlook
In December 2012, the Company, through its Joint Venture,
delivered the first shipment of its Terminix-branded household
insecticide product line, featuring the Company's Nature's
Technology(TM) , to a major US national retail chain.
To date, Envance Technologies has shipped approximately 200,000
units of its household insecticide product line to the major US
national retail chain described above, with the products now
available for purchase in approximately 1,500 of its stores across
the United States. By the end of 2014 it is expected that
practically all of its retail stores in the United States will
stock the Joint Venture's Terminix-branded household insecticide
product line.
The potential for the Joint Venture to distribute surplus cash
by way of a dividend to its shareholders, including the Company is
described in more detail in Part III of the Circular.
The Board is greatly encouraged by the continued level of
interest in its existing and pending product ranges from retail and
other distributors and believes that a number of additional
commercial agreements can be signed up with partners in the short
to medium-term for both its pesticide products (via Envance
Technologies) and for its other market-ready products (via other
commercialisation partners).
To help accelerate and further facilitate the Company's pursuit
of additional commercial partners and revenue, the Company
appointed Bruno Jactel as Chief Executive Officer in January 2013.
Prior to this appointment, Bruno spent 12 years at Merial Limited
("Merial"), the US$2.6 billion revenue generating Animal Health
subsidiary of the Sanofi Group. Bruno was responsible for global
marketing, brand management and enterprise and franchise strategy.
Furthermore, as head of commercial operations in Europe for Merial,
Bruno developed successful growth strategies in both
over-the-counter and professional channels and, during this time,
Merial built the most successful consumer brand in animal health
history with FRONTLINE (its flea and tick product range for pets)
reaching $1 billion in annual revenue in 2009.
The Board believes that Bruno's experience will be essential as
the Company progresses towards the commercialisation of its
technologies and anticipates that, through Envance Technologies and
additional future partnership agreements, the Company will achieve
a sustainable operating position over the next 3 years.
The Directors remain positive about the Company's medium and
long-term prospects due to the proven efficacy of the Company's
technology and the depth of its product development pipeline, as
evidenced by the support of AMVAC and other high calibre
partners.
Use of Proceeds
It is the intention of the Directors that the net proceeds
raised from the Fundraising will be used for product
commercialisation and working capital purposes, including:
-- commercialisation of registered products in North America and the European Union;
-- applying for additional product registrations in the Company's key markets and geographies;
-- finishing the late pipeline development of products close to
registration and commercialisation;
-- developing and expanding the Company's channels to market by
signing up with additional retail and other commercial
/distribution partners; and
-- general corporate purposes.
Financial Information
Copies of the Company's interim results for the six month period
ended 30 June 2012 and recent business updates are available on the
Company's website (www.tyratech.com) together with the Company's
annual report and accounts for earlier financial periods.
Details of the Fundraising
Placing and Subscription
The Company has conditionally raised GBP3 million, before
expenses, by the issue of 60,000,000 New Common Shares.
The Placing Shares have been conditionally placed at the Issue
Price with institutional investors, pursuant to the Placing. The
Company has entered into the Placing Agreement with N+1 Singer, as
agent for the Company, under which N+1 Singer has agreed
conditionally to use its reasonable endeavours to procure Placees
for the Placing Shares pursuant to the terms of the Placing
Agreement.
In addition to the Placing, the Subscribers (including American
Vanguard Corporation, Alan Reade, Bruno Jactel, James Hills and
Barry Riley, each of the latter four a director of the Company)
have conditionally agreed to subscribe for the Subscription Shares
pursuant to the Subscription at the Issue Price per Subscription
Share.
The offer and sale of the Placing Shares and the Subscription
Shares will be made by way of private placements exempt from the
registration requirements of the Securities Act.
Information provided in relation to the Placing and Subscription
is for information purposes only and nothing herein constitutes an
offer to any person of Placing Shares or Subscription Shares.
Conditions to the Placing and Subscription
The Placing and Subscription are conditional, inter alia,
upon:
(a) Stockholder approval of Resolutions 1 to 4 at the Special
Meeting. The New Common Shares will represent approximately 35.68%
of the Company's Enlarged Issued Share Capital.
(b) The principal conditions of the Placing Agreement having
been met, including but not limited to:
(i) Resolutions 1 to 4 being passed by the requisite majority at
the Special Meeting to be held on or around 28 March 2013;
(ii) the Subscription becoming unconditional (save in respect of
any conditions relating to the Placing Agreement);
(iii) the warranties given by the Company under the Placing
Agreement remaining true and accurate in all respects on
Admission;
(iv) the obligations of N+1 Singer not having been terminated
pursuant to any provision of the Placing Agreement prior to
Admission;
(v) due execution and delivery to N+1 Singer of certain
documents specified in the Placing Agreement; and
(vi) the satisfaction or, where appropriate, the waiver (at the
discretion of N+1 Singer) of certain other conditions set out in
the Placing Agreement.
(c) Admission occurring not later than 8.00 a.m. on 2 April
2013, or such other date as may be agreed between the Company and
N+1 Singer, not being later than 23 April 2013.
All Placing monies received by N+1 Singer under the terms of the
Placing will not become the property of the Company until
Admission, at which point they will be transferred into a bank
account of the Company after any agreed deductions for fees and
expenses reasonably and properly incurred in connection with the
Fundraising. Placing monies received by Reed Smith LLP in relation
to the subscription by American Vanguard Corporation will be
subject to escrow arrangements. Certain Subscription monies may be
paid directly to the Company with the consent of the relevant
Subscribers. If the Placing and Subscription are terminated, all
such amounts will be refunded to Placees and Subscribers without
deduction or interest.
For the purposes of determining the amount of any Placing and
Subscription monies to be paid in US dollars, such amounts will be
converted into pounds sterling at the exchange rate as published in
the London edition of the Financial Times on 14 March 2013, being
0.67.
Related Party Transaction
Legal and General Investment Management Limited (UK) ("LGIM"), a
substantial shareholder in the Company, has agreed to subscribe for
6,000,000 New Common Shares pursuant to the Placing and the
Subscription. LGIM is a related party under the AIM Rules by virtue
of its existing shareholding in the Company. The Independent
Director considers, having consulted with the Company's nominated
adviser, N+1 Singer, that the terms of LGIM's participation in the
Fundraising is fair and reasonable insofar as the Stockholders of
the Company are concerned.
Stockholder Approval and Notice of Special Meeting
The Placing and Subscription are subject, inter alia, to the
passing of Resolutions 1 to 4 at the Special Meeting.
Accordingly, set out at the end of the Circular is the notice
convening a Special Meeting to be held on 28 March 2013 at the
offices of TyraTech, 5151 McCrimmon Parkway, Suite 275,
Morrisville, NC 27560, USA at 10.00 a.m. (EST) at which the
Resolutions will be proposed.
Resolution 1 is required to amend Article IV of the Company's
Certificate of Incorporation, so that the number of shares of
capital stock which the Company is authorised to issue is increased
from 200,000,000 to 300,000,000. Approval of a majority of those
Stockholders voting in person or by proxy at the Special Meeting of
the Company is required to pass Resolution 1.
Resolution 2 is required to disapply the pre-emption rights
contained in Article XI of the Company's Certificate of
Incorporation from the issue of the New Common Shares pursuant to
the Placing and Subscription. Approval of 75% of those Stockholders
voting in person or by proxy at the Special Meeting is required to
pass Resolution 2.
Resolution 3 is required to disapply the pre-emption rights
contained in Article XI of the Company's Certificate of
Incorporation from the issue of common shares in the capital of the
Company to American Vanguard Corporation pursuant to the exercise
of the AMVAC Warrants. Approval of 75% of those Stockholders voting
in person or by proxy at the Special Meeting is required to pass
Resolution 3.
Resolution 4 is required to disapply the mandatory offer
provisions of Article X of the Company's certificate of
incorporation from: (i) the issue of New Common Shares to American
Vanguard Corporation pursuant to the Fundraising; (ii) the issue of
common shares in the capital of the Company pursuant to the
exercise of the AMVAC Warrants; and (iii) the issue of shares of
common stock of the Company pursuant to the exercise of the
participation rights granted to American Vanguard Corporation under
the Relationship Agreement, including such shares as may be issued
upon the exercise of any rights to subscribe for shares granted
pursuant to such participation rights. The relationship and
arrangements between the Company and American Vanguard Corporation
and AMVAC, including the holding of the AMVAC Warrants, will not
give rise to an obligation to make an Offer under Section 2 of
Article X. Article X provides, inter alia, that any person who
acquires in a transaction or series of transactions securities
representing 30% of the voting rights in the capital of the Company
shall be required to make an offer to the other Stockholders to
acquire their shares. Approval of a majority of those independent
Stockholders voting in person or by proxy at the Special Meeting is
required to pass Resolution 4. For these purposes an independent
Stockholder is a Stockholder other than: (i) American Vanguard
Corporation; and (ii) persons affiliated, with
or acting in concert with, American Vanguard Corporation.
Assuming that Resolution 1 is passed, the maximum number of
Common Shares which could be allotted in addition to those already
issued as at the date of the Circular would be 191,823,695.
Assuming that Resolutions 2 and 3 are passed, the maximum number
of Common Shares which the Company could issue for cash without
application of the pre-emption rights in Article XI of the
Company's Certificate of Incorporation, or Stockholder approval for
disapplication of such rights, is (i) 60,000,000 New Common Shares
pursuant to the Placing and Subscription; (ii) 10,000,000 common
shares issued pursuant to the exercise of the warrants issued to
American Vanguard Corporation; and (iii) such number of shares as
may be issued pursuant to the other exemptions from the application
of pre-emption rights in the Company's constitution, including the
Company's ability to issue such additional number of Common Shares
as represents less than 10% of the issued and outstanding share
capital of the Company during any twelve month period.
Assuming that Resolution 4 is passed American Vanguard
Corporation will be able to acquire 49,400,000 New Common Shares
pursuant to the Subscription, will be able to exercise its warrant
to subscribe for 10,000,000 shares and will be able to utlilise the
participation rights granted to it in the Relationship Agreement,
without having to make an offer to the other Stockholders to
acquire their shares under Article X of the Certificate of
Incorporation.
Section 3.04 of the Amended and Restated Bylaws of the Company,
adopted as of 23 May 2007 and amended as of 19 May 2010, requires
that holders of not less than one-third of the shares entitled to
vote, be present in person or represented by proxy at a meeting of
Stockholders to meet quorum requirements.
The Directors, whose beneficial or controlled holdings
collectively total 10.26% of the issued and outstanding Common
Shares, intend to vote in favour of the Resolutions at the Special
Meeting.
For Stockholders of the Company, a Form of Proxy for use at the
Special Meeting accompanies the Circular. Whether or not you intend
to be present at the meeting, you are asked to complete the Form of
Proxy in accordance with the instructions thereon and to return it
by post to Computershare Investor Services (Jersey) Limited c/o The
Pavilions, Bridgwater Road, Bristol BS99 6ZY or by facsimile to +44
(0)870 703 6322 or by email to
externalproxyqueries@computershare.co.uk, so as to be received as
soon as possible and, in any event, not later than 2.00 p.m. (GMT)
on 26 March 2013. Completion and return of the Form of Proxy will
not preclude you from attending the Special Meeting and voting in
person should you so wish to do so.
For holders of Depositary Interests representing the Company's
Common Shares, a Form of Instruction accompanies the Circular. You
are asked to complete the Form of Instruction in accordance with
the instructions thereon and to return it by post to Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99
6ZY or by facsimile to +44 (0)870 703 6109 or by email to
externalproxyqueries@computershare.co.uk, so as to be received as
soon as possible and, in any event, not later than 2.00 p.m. (GMT)
on 25 March 2013. You may not vote the Common Shares represented by
your depositary interests in person at the Special Meeting unless
you obtain a letter of representation from the Company's
registrars, Computershare, giving you the right to vote the shares
at the meeting.
Voting by CREST Members
Holders of Depositary Interests representing the Company's
Common Shares may also vote using the CREST electronic proxy
appointment service by using the procedures described in the CREST
Manual (available at www.euroclear.com). CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf. In order for a proxy
appointment or instruction made using the CREST service to be
valid, the appropriate CREST message (a "CREST Proxy Instruction")
must be properly authenticated in accordance with Euroclear UK
& Ireland Limited specifications and must contain the
information required for such instructions, as described in the
CREST Manual. The message must, in order to be valid, be
transmitted so as to be received by the Company's registrars,
Computershare Investor Services PLC (CREST ID 3RA50) not later than
2.00 p.m. GMT on 25 March 2013. No such message received through
the CREST network after this time will be accepted. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST
Applications Host) from which the Company's registrars are able to
retrieve the message by enquiry to CREST in the manner prescribed
by CREST. After this time any change of voting instructions should
be communicated to Computershare through other means.
CREST members and, where applicable, their CREST sponsors, or
voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular message. Normal system timings and limitations
will, therefore, apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member, or sponsored member, or has appointed a voting service
provider, to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting system providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the United
Kingdom Uncertificated Securities Regulations 2001.
US Securities Law Restrictions
No securities are being offered by the Company pursuant to the
Circular.
No Placing Shares will be offered or sold within the United
States. Certain Subscription Shares will be offered and sold within
the United States only to persons who are "accredited investors"
(within the meaning of Regulation D under the Securities Act) in
transactions complying with Rule 506 of Regulation D, which
provides an exemption from the requirement to register the offer
and sale under the Securities Act. Outside of the United States,
the New Common Shares will be offered and sold to persons who are
not "U.S. Persons" (within the meaning of Regulation S under the
Securities Act) in transactions complying with Regulation S, which
provides an exemption from the requirement to register the offer
and sale under the Securities Act.
The New Common Shares are not expected to be registered under
the Securities Act, the Exchange Act, or under any US state
securities laws. As such, it is contemplated that the New Common
Shares will be "restricted securities" as defined in Rule 144 under
the Securities Act and may not be resold in the United States
absent registration under the Securities Act and any applicable
securities laws of any U.S. State or pursuant to exemptions under
the Securities Act and such laws. No market exists for the trading
of the New Common Shares in the United States and none is expected
to develop. The Company will seek to admit the New Common Shares to
AIM for trading in the Company's restricted line of stock under the
symbol TYR.
All New Common Shares will bear a legend stating, inter alia,
that the shares may not be offered, sold or otherwise transferred
in the absence of registration under the Securities Act, unless the
transaction is exempt from or not subject to the requirement for
such registration under the Securities Act.
Dealing and Settlement
The New Common Shares to be allotted and issued pursuant to the
Placing and Subscription will be allotted and issued fully paid and
will, on issue, rank pari passu with the existing Common Shares,
including the right to receive, in full, all dividends and other
distributions thereafter declared, made or paid after the date of
issue together with all rights attaching to them and free from all
liens, charges and encumbrances of any kind. Application will be
made to the London Stock Exchange for the New Common Shares to be
admitted to trading on AIM which is expected to occur on or around
2 April 2013.
The New Common Shares will be traded on AIM in the Company's
restricted line of stock under the symbol TYR.
No temporary documents of title will be issued. Pending the
dispatch of definitive share certificates, instruments of transfer
will be certified against the register of members of the
Company.
Director Shareholdings
Should Resolutions 1 to 4 be approved at the Special
Meeting:
Alan Reade, who has agreed to subscribe for 2,000,000 New Common
Shares pursuant to the Subscription, will be interested in
9,811,358 Common Shares in the Company representing an interest of
5.83% of the total voting rights of the Company following
Admission. In addition, Alan Reade is interested in 2,645,695
options over Common Shares in the Company as follows:
Options Held Option Exercise Price Expiry Date
550,000 GBP0.105 4 February 2020
995,125 GBP0.12 20 October 2020
1,000,000 GBP0.06 25 April 2022
100,570 GBP0.12 6 March 2022
Bruno Jactel, who has agreed to subscribe for 700,000 New Common
Shares pursuant to the Subscription, will be interested in
1,365,204 Common Shares in the Company representing an interest of
0.81% of the total voting rights of the Company following
Admission. In addition, Bruno Jactel is interested in 1,500,000
options over Common Shares in the Company as follows:
Options Held Option Exercise Price Expiry Date
500,000 GBP0.06 1 January 2023
500,000 GBP0.12 1 January 2023
500,000 GBP0.15 1 January 2023
Kevin Schultz, is not currently interested in any Common Shares
in the Company. Mr. Schultz is however, interested in 300,000
options over Common Shares in the Company as follows:
Options Held Option Exercise Price Expiry Date
200,000 GBP0.12 20 October 2020
100,000 GBP0.06 25 April 2022
Barry Riley, who has agreed to subscribe for 200,000 New Common
Shares pursuant to the Subscription, will be interested in
2,455,556 Common Shares in the Company representing an interest of
1.46% of the total voting rights of the Company following
Admission. In addition, Barry Riley is interested in 550,000
options over Common Shares in the Company as follows:
Options Held Option Exercise Price Expiry Date
200,000 GBP0.12 20 October 2020
350,000 GBP0.06 25 April 2022
James Hills, who has agreed to subscribe for 200,000 New Common
Shares pursuant to the Subscription, will be interested in 565,500
Common Shares in the Company representing an interest of 0.34% of
the total voting rights of the Company following Admission. In
addition, James Hills is interested in 550,000 options over Common
Shares in the Company as follows:
Options Held Option Exercise Price Expiry Date
200,000 GBP0.12 20 October 2020
350,000 GBP0.06 25 April 2022
Importance of Vote
The Placing and Subscription are conditional, inter alia, upon
the passing by Stockholders of Resolutions 1 to 4 at the Special
Meeting.
Stockholders should be aware that, were the Resolutions not to
be approved at the Special Meeting, the Fundraising would not
proceed as described herein and the Company would need to pursue
other (potentially less optimal) options in order to finance the
commercialisation of its products and other activities described in
the Circular.
Recommendation
The Independent Director considers the terms of the Placing and
Subscription to be in the best interests of the Company and its
shareholders as a whole and the Independent Director, along with
the other Directors, recommend that you vote in favour of the
Resolutions to be proposed at the Special Meeting as they intend to
do in respect of their entire beneficial or controlled holdings
representing 10.26 percent. of the Existing Share Capital of the
Company.
Information on the AMVAC Joint Venture
On 30 November 2012 the Company entered into a Licence Agreement
and Joint Venture Agreement (together the "Agreements") with AMVAC.
The Agreements create a joint venture company, Envance Technologies
(the "Joint Venture Company"), to develop and commercialise
existing and new pesticide products featuring TyraTech's Nature's
Technology(TM), which harnesses the synergy of natural ingredients
to deliver products with market leading levels of efficacy and
safety.
The Joint Venture Company is jointly owned by AMVAC (60%) and
TyraTech (40%)
Envance Technologies will develop and commercialise
best-in-class pesticide technologies and products for the global
consumer household and lawn and garden retail markets.
Additionally, it will develop and commercialise novel technologies
and products in global commercial, institutional, professional,
crop protection and seed treatment markets. Using TyraTech's Extend
Technology(TM), Envance Technologies will also develop new
combinations of natural and synthetic compounds to create solutions
with improved efficacy and environmental impact on a range of
crops.
Further details of the licensing arrangements are set out
below.
Details of licensing arrangements
Under the Licence Agreement TyraTech has granted an irrevocable
and sub-licensable exclusive right to AMVAC, which AMVAC has
sublicensed to the Joint Venture Company, to exploit its
intellectual property to develop, manufacture and sell
bio-pesticide products as follows:
- worldwide in the agricultural, horticultural and seed
treatment fields, and in the lawn and garden field;
- outside the United States of America in the consumer household
insecticides field direct to customers or through retail
stores;
- outside the United States of America to commercial and
institutional customers such as restaurants, hospitals, hotels and
schools and to professional pest operators; and
- outside the United States of America to governmental agencies and institutions.
Additionally, TyraTech granted to AMVAC an irrevocable and
sub-licensable non-exclusive right to exploit its intellectual
property to develop, manufacture and sell bio-pesticide products in
the farm and ranch consumer retail market and in the public health
vector control market.
TyraTech has also assigned to the Joint Venture Company its
rights under its agreements with the Terminix International Company
Limited Partnership for the commercialisation of its products in
the United States of America. Upon the termination or expiration of
the agreements with Terminix, the licence grant to AMVAC will be
expanded to include an irrevocable and sub-licensable exclusive
right to AMVAC for market channels covered by the Terminix
agreements with no further licence fees or payments payable by
AMVAC.
Certain products are excluded from the licence granted under the
Licence Agreement, including floor wash products, hard surface
products (e.g. plastics), slug bait, and products designed
primarily for certain excluded fields of use or for distribution
through the excluded marketing channels and fields of use described
below.
The following "fields of use" are excluded from the licence
granted under the Licence Agreement: (i) internal or external
treatment of animals or pets; (ii) production animals or equine
operations and facilities (such as dairy, beef, swine, or chicken
farm operations and facilities); (iii) plastic based products (such
as food storage containers); and (iv) personal care or human health
applications.
Licence fees
Under the terms of the Agreements, TyraTech has received a
significant upfront licensing fee as well as annual licence
payments for a period of ten years.
The advance payment which the Company announced on 30 October
2012 has been credited against the upfront licensing fee and the
related non-interest bearing secured promissory note issued at the
same time by the Company (for the repayment of that advance payment
in the event that the joint venture did not proceed) is now fully
discharged.
Funding of the Joint Venture
The Joint Venture Company is funded by capital contributions
from TyraTech and AMVAC in proportion to their shareholdings. The
parties have made initial capital contributions on this basis
totaling $1 million.
Calls for further capital contributions may be made by the board
of managers of the Joint Venture Company. To the extent that one
party is unable to contribute its share of such a capital call, the
other party may make a covering capital contribution. Such member
shall be entitled to a preferential distribution of such covering
capital contribution, plus a preferred return thereon, before any
other distributions are made to the parties. The "preferred return"
on a covering capital contribution means, from the date which is 2
years after the date of the initial capital contributions until the
date of liquidation of the Joint Venture Company, an amount equal
to a cumulative annual return at a rate 4% above the prime rate of
interest published in the Wall Street Journal from time to time,
compounded at the end of each quarter.
Management of the Joint Venture
The Joint Venture Company is managed by its board of managers.
The board of managers consists of a maximum of three managers of
which TyraTech has the right to appoint one and AMVAC has the right
to appoint two. Decisions of the board of managers are taken by
majority vote.
Certain matters must be approved by all members or all board
members, including any sale of the Joint Venture Company, or
substantially all of its assets, any merger or reorganization, any
acquisition of equity interests, all business plans and budgets,
material capital expenditure, material activities outside of the
Joint Venture Company's business plan, acquisitions of intellectual
property, granting of sub-licences, admission of additional
members, approval of conflicts of interest, selection of the
President or Chief Executive Officer and distributions other than
as set out below.
Distributions
Distributions are at the discretion of the board of managers of
the Joint Venture and shall be made (a) to the members in
proportion to their unreturned capital contributions; and (b) to
the members in proportion to their "Percentage Interest" (defined
as the percentage of capital contributions made by a member). The
Joint Venture Agreement provides that if and when the Joint Venture
Company has excess cash and liquid securities in excess of its
budgeted expenses and expenditure for the next twelve months then a
distribution will be made, subject to applicable law and any
limitation under the Joint Venture Agreement, including any
member's right to a preferential distribution in respect of a
covering capital contribution.
Warrants
In connection with the Agreements, the Company agreed to issue
the AMVAC Warrants. The AMVAC Warrants are exercisable at a price
of 10 pence per share at any time until 31 May 2013. The Company
has agreed that subject to American Vanguard Corporation's
subscription for 49,400,000 New Common Shares pursuant to the
Subscription becoming unconditional, it will amend and restate the
AMVAC Warrants so that the exercise price under such warrants be
amended from 10 pence to 6 pence per share and the expiry of the
exercise period of such warrants be extended from 31 May 2013 to 31
May 2015. The amended and restated warrants will contain a
provision to the effect that if the Company issues any Common
Shares at a price lower than 6 pence per share, then the exercise
price under the warrants will be reduced to such lower price.
PLACING AND SUBSCRIPTION STATISTICS
Issue Price 5p
Number of Common Shares in issue at the date of
the Circular 108,176,305
Number of Placing Shares 7,500,000
Number of Subscription Shares 52,500,000
Enlarged Issued Share Capital 168,176,305
Number of Placing and Subscription Shares as a
percentage of the Enlarged Issued Share Capital 35.68%
Number of restricted Common Shares trading under
TIDM 'TYR' following the issue of the Placing
and Subscription shares 140,874,936
Number of unrestricted Common Shares trading under
TIDM 'TYRU' following the issue of the Placing
and Subscription shares 27,301,369
Gross proceeds of the Placing and Subscription GBP3 million
Estimated Net Proceeds of the Placing and Subscription GBP2.85 million
Note: the above assumes that there is no further issue of Common
Shares between the date of the Circular and Admission.
For the purposes of determining any Placing and Subscription
monies paid in US dollars, such amounts will be converted into
pounds sterling at the exchange rate as published in the London
edition of the Financial Times on 14 March 2013, being 0.67.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date of the Circular and posting of 18 March 2013
Form of Proxy and Form of Instruction
Latest time and date for receipt of
completed Form of Instruction in respect 2.00 p.m. (GMT) on 25 March
of the Special Meeting 2013
Latest time and date for receipt of
completed Form of Proxy in respect of 2.00 p.m. (GMT) on 26 March
the Special Meeting 2013
Special Meeting 10.00 a.m. (EST) on 28 March
2013
Admission and commencement of dealings
on AIM of the New Common Shares 8.00 a.m. GMT on 2 April
2013
Despatch of definitive share certificates
for the New Common Shares by 16 April 2013
Each of the times and dates in the above timetable is subject to
change. References to time in the Circular are to London time
unless otherwise stated.
DEFINITIONS
The following definitions apply throughout this announcement and
the Circular, unless the context requires otherwise.
"Admission" the admission of the Placing Shares
and the Subscription Shares to trading
on AIM becoming effective in accordance
with Rule 6 of the AIM Rules
"AIM" a market operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange, as
in force at the date of the Circular
"American Vanguard Corporation" American Vanguard Corporation, a
diversified specialty and agricultural
products company quoted on the New
York Stock Exchange (NYSE: AVD)
(http://american-vanguard.com)
"AMVAC" Amvac Chemical Corporation, a wholly-owned
subsidiary of American Vanguard
"AMVAC Warrants" Corporation
the warrants to subscribe for 10
million Common Shares issued to
American Vanguard Corporation on
30 November 2012
"Board" or "Directors" the directors of the Company as
at the date of the Circular
"Certificate of Incorporation" the Amended and Restated Certificate
of Incorporation of the Company,
dated May 23, 2007, as amended on
18 August 2008, 8 May 2010 and 27
February 2012
"Common Shares" or "Shares" shares of common stock, par value
US$0.001 per share, of the Company
"Company" or "TyraTech" TyraTech, Inc., a Delaware corporation,
whose registered office address
is 1209 Orange Street, Wilmington,
Delaware, 19801, USA
"Company's Constitution" The Company's Certificate of Incorporation
and its amended and restated bylaws
adopted as of 23 May 2007 and amended
as of 19 May 2010
"Computershare" Computershare Investor Services
(Jersey) Limited, registrars to
the Company of Queensway House,
Hilgrove Street, St Helier Jersey
JE1 1ES and Computershare Investor
Services PLC of The Pavilions, Bridgwater
Road, Bristol, BS99 6ZY
"CREST" the relevant
system for the
paperless
settlement of
trades and the
holding
of
uncertificated
securities
operated
by Euroclear
in accordance
with
the CREST
Regulations
"CREST the
Regulations" Uncertificated
Securities
Regulations
2001 SI
2001/3755
"DI" or a
"Depositary dematerialised
Interest" depositary
interest
which
represents an
entitlement
to Common
Shares
"Enlarged Issued Share Capital" the issued ordinary share capital
of the Company immediately following
Admission comprising the Existing
Share Capital, the Placing Shares
and the Subscription Shares
"EST" Eastern Standard Time
"EU" the European Union
"Euroclear" Euroclear UK &
Ireland
Limited
(formerly
named CRESTCo
Limited), the
operator
of CREST
"Existing the
Share 108,176,305
Capital" common shares
of
$0.001 each in
issue at the
date
of the
Circular, all
of which are
admitted to
trading on AIM
and being
the entire
issued share
capital
of the Company
"Form of the form of
Proxy" proxy enclosed
with
the Circular
for use by
holders
of Common
Shares in
connection
with
the Special
Meeting
"Form of the form of
Instruction" instruction
enclosed
with the
Circular for
use by holders
of Depositary
Interests in
connection
with the
Special
Meeting
"FSA" Financial
Services
Authority
"FSMA" Financial
Services and
Markets Act
2000, as
amended
"Fundraising" the Placing and the Subscription
"Independent Director" the director of the Company who
is not subscribing in the Placing
or Subscription, namely Kevin Schultz
"Issue Price" 5 pence per New Common Share
"London Stock Exchange" the London Stock Exchange plc
"N+1 Singer" Nplus1 Singer Advisory LLP, nominated
adviser and joint broker to the
Company, trading as "N+1 Singer"
"New Common Shares" the new Common Shares in the capital
of the Company to be issued pursuant
to the Placing and the Subscription
"Notice of Meeting" the notice of Special Meeting set
out at the end of the Circular
"Placees" the persons who agree to purchase
the Placing Shares pursuant to the
Placing
"Placing" the conditional placing by N+1 Singer
of the Placing Shares on behalf
of the Company on the terms and
subject to the conditions contained
in the Placing Agreement
"Placing Agreement" the placing agreement to be entered
into on or around the date of the
Circular between the Company and
N+1 Singer relating to the Placing
"Placing Shares" the New Common Shares to be issued
to the Placees pursuant to the Placing
"Pound Sterling" or "GBP" the lawful currency of the United
Kingdom
"Regulation S" Regulation S under the Securities
Act
"Regulatory Information Service" A service approved by the London
Stock Exchange for the distribution
to the public of the AIM announcements
and included within the list maintained
on the London Stock Exchange's website,
www.londonstockexchange.com
"Relationship Agreement" the relationship agreement entered
into on or around the date of the
Circular between the Company and
American Vanguard Corporation
"Resolutions" the resolutions set out in the Notice
of Meeting
"Securities Act" the US Securities Act of 1933, as
amended
"Special Meeting" the special meeting to be held at
the offices of TyraTech, 5151 McCrimmon
Parkway, Suite 275, Morrisville,
NC 27560, USA on 28 March 2013 at
10.00 a.m. (EST) of which notice
is set out in the Notice of Meeting
"Stockholders" holders of Common Shares
"Subscribers" those persons who agree to subscribe
directly for New Common Shares pursuant
to the Subscription
"Subscription" the subscription by the Subscribers
of the Subscription Shares at the
Issue Price
"Subscription Agreements" the conditional agreements made
and to be made between the Company
and the Subscribers pursuant to
which the Subscribers agree to subscribe
for New Common Shares pursuant to
the Subscription
"Subscription Shares" the New Common Shares to be issued
to the Subscribers pursuant to the
Subscription
"TIDM" Tradable Instrument Display Mnemonic
"Uncertificated" a share or other security recorded
on the relevant register of the
company concerned as being held
in uncertificated form in CREST
and title to which, by virtue of
the CREST Regulations, may be transferred
by means or CREST
"United Kingdom" and "UK" the United Kingdom of Great Britain
and Northern Ireland
"US", "USA" and "United States" the United States of America, each
state thereof, its territories and
possessions, and all areas subject
to its jurisdiction
"$", "US$", "US dollar" or "dollar" the lawful currency of the United
States
"US Person" a citizen or permanent resident
of the United States, as defined
in Regulation S
This information is provided by RNS
The company news service from the London Stock Exchange
END
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