TyraTech, Inc. Migration of Shares (7429B)
March 07 2014 - 2:00AM
UK Regulatory
TIDMTYR TIDMTYRU
RNS Number : 7429B
TyraTech, Inc.
07 March 2014
7 March 2014
TyraTech, Inc.
("TyraTech" or the "Company")
Migration of Shares
TyraTech, Inc. (AIM: TYR and TYRU), a natural life sciences
company, announces that, following its announcement of 24 February
2014, 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 those of 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 allows 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 206,168,068 Common Shares in
issue, of which 1,084,413 are held in Treasury. 154,744,339 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 51,423,729 Common Shares in
issue are unrestricted and trade under TIDM 'TYRU'. TyraTech
believe that approximately 85.8 million of its Common Shares are
currently eligible to migrate to its unrestricted line of
shares.
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 or a director or officer of the Company. In certain
circumstances a substantial shareholder of the Company, taking into
account shares held 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.
Common Shares which were issued in the February 2014 fundraise,
will not have been in issue for more than one year at the time of
the fundraise and accordingly will not be eligible to be migrated
to the unrestricted line of trading. The certificate number of such
shares bears the prefix 'CM5'.
How to participate in the sponsored migration programme
The Company has sent letters with instructions to shareholders
whose Common Shares it believes should be eligible for migration
("Eligible Shares") to the Company's unrestricted TYRU line. Please
note that these letters will only be sent to the legal shareholder
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
sponsored migration 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) together with
the Letter of Transmittal which has also been sent to holders of
Eligible Shares, by 4 April 2014. 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 4 April 2014 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 25 April 2014.
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.
For further information please contact:
TyraTech Inc.
Alan Reade, Non-Executive Chairman Tel: +44 7841978709
Bruno Jactel, Chief Executive Officer Tel: +1 919 415 4340
SPARK Advisory Partners Limited, Nominated Adviser
Matt Davis / Mark Brady Tel: +44203 368 3552
Tel: +44203 368 3551
Allenby Capital Limited , Joint Broker
Chris Crawford Tel: +44 20 3328 5656
Whitman Howard Limited, Joint Broker
Ranald Mc-Gregor Smith / Niall Devins Tel: +44 20 7087 4555
Walbrook, Financial PR and IR
Bob Huxford /Guy McDougall (Public Relations) Tel: +44 20 7933 8792
Paul Cornelius (Investor Relations) Tel: +44 20 7933 8794
This information is provided by RNS
The company news service from the London Stock Exchange
END
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