TIDMTYR TIDMTYRU
RNS Number : 4168M
TyraTech, Inc.
16 July 2014
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 16 July 2014
TYRATECH, INC.
("TyraTech" or the "Company")
Proposed Placing and Subscription of Common Shares to raise
gross proceeds of GBP3.5 million and UK launch of Vamousse(R)
TyraTech, Inc. (AIM: TYR and TYRU), a life sciences company
focusing on nature-derived insect and parasite control products,
announces that it has secured listings for its Vamousse head lice
product range in Superdrug and Boots stores in the UK and that it
has conditionally raised GBP3.5 million before expenses by means of
an oversubscribed placing and subscription of new shares in the
capital of the Company of US$0.001 each (the "New Common Shares")
at 7 pence per New Common Share (the "Issue Price") (together the
"Placing and Subscription" or the "Fundraise"). The funds raised
will be used primarily to assist the successful launch of the
Vamousse head lice product range in Superdrug and Boots stores in
the UK, as well as for further anticipated listings in additional
US and UK retailers, expansion into further new geographic regions
and for other working capital requirements.
Highlights
-- Secured listing for Vamousse head lice product range in Superdrug and Boots stores in the UK
-- Placing and Subscription of New Common Shares at an Issue
Price of 7 pence per share to raise GBP3.5 million before
expenses.
-- Net proceeds of the Fundraise will be used to:
- GBP1.5 million to support the launch of the Vamousse product
range in Boots and Superdrug in the UK through a focused marketing
campaign and to build up the appropriate inventory;
- GBP1.2 million for further anticipated listings in additional
US and UK retailers as well as expansion into further new
geographic regions; and
- GBP0.6 million for additional working capital.
Commenting on the Fundraising and UK Launch Bruno Jactel, CEO of
Tyratech Inc said:
"I am very excited about the opportunity to launch the Vamousse
treatment and prevention products in the UK market ahead of the
peak head lice season. Due in part to the success and interest
generated in the USA, TyraTech has been able to capitalise on
opportunities in the UK market in a shorter timeframe than was
previously envisaged.
The launch of the Vamousse product range in the UK is a further
significant strategic step in the commercialisation of our strong
intellectual property. To have obtained listings and partner
relationships with both Boots and Superdrug further validates the
potential of the Vamousse range of products. The oversubscribed
placing, which was supported both by existing and new shareholders,
will provide the working capital for a successful launch in the UK.
The Board believes that this could be the first step of a broader
European expansion for Vamousse and other TyraTech products in the
future."
The Company currently has 206,168,068 common shares of US$0.001
each in issue. The number of restricted common shares currently
trading under TIDM 'TYR' is 111,266,592 and the number of
unrestricted common shares currently trading under TIDM 'TYRU' is
94,901,476.
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, 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: +44 20 3368 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 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
Spark is acting as nominated adviser and broker to the Company
for the purpose of the AIM Rules. Spark, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for the Company in relation to the Placing
and Subscription. Spark 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 Spark 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 Subscription of New Common Shares to raise
gross proceeds of GBP3.5 million, UK launch of Vamousse and Notice
of Special Meeting of Stockholders
Introduction
The Board of Directors of TyraTech, Inc. announced today that it
has secured listings for its Vamousse head lice product range in
Superdrug and Boots stores in the UK and has conditionally raised
GBP3.5 million before expenses by means of a Placing, through its
joint brokers Allenby Capital and Whitman Howard and a Subscription
(together, the 'Fundraise'). The funds raised will be used
primarily to assist the successful launch of the Vamousse head lice
product range in Superdrug and Boots stores in the UK, as well as
for further anticipated listings in additional US and UK retailers,
expansion into further new geographic regions and for other working
capital requirements.
In total, the New Common Shares being issued represent 19.52 per
cent. of the Enlarged Issued Share Capital.
The Placing and Subscription are subject, inter alia, to the
approval of the Company's Stockholders at the Special Meeting.
The purpose of the Circular is to explain the reasons for, and
provide details of, the Fundraise 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 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 per cent. of those
Stockholders voting in person or by proxy at the Special Meeting 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: (i) the issue of up to 1,228,825 shares of
common stock of the Company in connection with the exercise of
warrants granted to Allenby Capital on 16 July 2014 (or any
amendment or restatement of such warrants); (ii) the issue of up to
618,571 shares of common stock of the Company in connection with
the exercise of warrants granted to Whitman Howard on 16 July 2014
(or any amendment or restatement of such warrants); and (iii) the
issue of up to 71,429 shares of common stock of the Company in
connection with the exercise of warrants granted to Spark on 16
July 2014 (or any amendment or restatement of such warrants). The
warrants were issued to Allenby Capital, Whitman Howard and Spark,
respectively, in partial satisfaction of fees and/or commission
payable in connection with the Fundraise. Approval of 75 per cent.
of those Stockholders voting in person or by proxy at the Special
Meeting is required to pass Resolution 2.
Resolution 3 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 300,000,000 to 380,000,000. Resolution 3 is in line with
current market practice and would give the Company the ability to
allot Common Shares up to approximately an additional one-third of
the fully diluted share capital following the Fundraise. 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
3. The Company has no current intention to utilise this additional
headroom at this time. A copy of the proposed certificate of
amendment is attached to the Circular.
In the event that Resolution 1 was not to be approved at the
Special Meeting, the Fundraise would not proceed as described
herein and the Company would need to pursue other (potentially less
optimal) options in order to assist the launch of the Vamousse head
lice product range in Superdrug and Boots stores in the UK and
other activities described in the Circular.
In the event that Resolution 2 was not to be approved at the
Special Meeting, the Company would not be able to issue common
shares to Allenby Capital, Whitman Howard and Spark pursuant to the
exercise of their warrants, in partial satisfaction of their fees
and/or commission in connection with the Fundraise. In such
circumstances the Company will be obliged to renegotiate the terms
on which these fees and/or commission are satisfied.
In both cases the Company would be able to proceed with the
issue of such number of new Common Shares as the Directors are
authorised to issue, pursuant to the Company's Constitution,
without Stockholder approval.
If Resolution 3 was not to be approved at the Special Meeting
the Company would still be able to proceed to issue the New Common
Shares pursuant to the Fundraise, however, it would have limited
available authorised share capital for any future allotments of
Common Shares. In accordance with standard market practice the
Company believes it is appropriate for it to maintain sufficient
authorised share capital.
Background to and Reasons for the Fundraise
On 14 January 2014 the Company announced the launch of its head
lice treatment product, Vamousse in Walmart stores in the USA from
the end of March 2014.
On 20 January 2014 TyraTech announced that it had been
successful in achieving a listing in the USA for its Vamousse head
lice preventative shampoo with the FDA. As set out in the
announcement of the Company's results for the year ended 31
December 2013 the company has made additional progress in
commercialising its proven intellectual property:
-- Vamousse treatment product available in more than 4,000
Walmart stores nationwide from early 2014. Product sales are
increasing ahead of main head lice season when schools return after
summer vacation
-- Vamousse treatment mousse and preventative shampoo now
available in the USA on Amazon.com, Drugstore.com and
Walmart.com
-- Launch of the Natunex range of products by Novartis Animal
Health, with highly positive feedback from livestock producers
-- Launch of Guardian(TM) range of mosquito and tick repellents
scheduled for July, predominantly online, at beginning of season.
Currently preparing for review process by major retailers for full
launch in 2015
-- Successfully raised approximately $2.8 million, net of
expenses, through a share placement and subscription in first half
of 2014
In the announcement of its results for the year ended 31
December 2013, the Company also outlined that as part of its
commercialisation strategy it intended to launch Vamousse into new
geographic areas and that it had taken the following specific steps
ahead of a launch into the UK:
-- Jonathan Hill appointed as UK Country Manager. His role will
be to prepare for the launch of Vamousse in the UK and to expand
TyraTech's European operations
-- Retained services of Ceuta Healthcare ('Ceuta'), the UK's
leading provider of sales and marketing services to health and
beauty brand owners, as partner. Ceuta will be responsible for the
marketing, commercialisation and logistics of launching the
Vamousse products in the UK, with possible extension into other
European countries
The Company is now pleased to announce that it has secured
listings for both its Vamousse treatment product and Vamousse
Preventative Shampoo in the UK in two of the UK's leading
pharmaceutical and health and beauty retailers Boots and Superdrug.
Vamousse treatment product and Vamousse Preventative Shampoo will
become available in Boots and Superdrug stores across the UK over
the coming months.
The successful launch of Vamousse in the UK is conditional on
the Company having the necessary cash resources to launch a focused
marketing campaign and to build up the appropriate inventory. The
proceeds of the Fundraise will provide cash resources to accelerate
the launch of Vamousse in the UK, taking advantage of the secured
product listings with Superdrug and Boots, as well as providing
funds for further anticipated listings in additional US and UK
retailers, expansion into further new geographic regions and funds
for other additional working capital needs.
Use of Proceeds
Pursuant to the Fundraise the Company is proposing to raise
GBP3.5 million before expenses (GBP3.3 million net of expenses). It
is the intention of the Directors that the net proceeds raised from
the Fundraise will be used as follows:
-- GBP1.5 million to support the launch of the Vamousse product
range in Boots and Superdrug in the UK, through a focused marketing
campaign and to build up the appropriate inventory;
-- GBP1.2 million for further anticipated listings in additional
US and UK retailers as well as expansion into further new
geographic regions; and
-- GBP0.6 million for additional working capital.
Expenses of the Fundraise are estimated to be GBP0.2
million.
Financial Information
Copies of the Company's results for the year ended 31 December
2013 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 Fundraise
Placing and Subscription
The Company has conditionally raised GBP3.5 million, before
expenses, by the issue of 50,000,000 New Common Shares.
The Placing Shares have been conditionally placed at the Issue
Price with institutional and other investors, pursuant to the
Placing. The Company has entered into the Placing Agreement with
Allenby Capital and Whitman Howard, as agents for the Company,
pursuant to which Allenby Capital and Whitman Howard have both
agreed conditionally to use their reasonable endeavours to procure
Placees for the Placing Shares pursuant to the terms of the Placing
Agreement. The total number of New Common Shares being subscribed
for by the Placees is 46,978,561, representing 93.96 per cent. of
the Fundraise and 18.34 per cent. of the Enlarged Issued Share
Capital.
In addition to the Placing, the Subscribers (including Alan
Reade, Bruno Jactel, Barry Riley and James Hills, each being 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 total number of New Common Shares
being subscribed for by the Subscribers is 3,021,439, representing
6.0 per cent. of the Fundraise and 1.18 per cent. of the Enlarged
Issued Share Capital.
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 is conditional, inter alia, upon:
(i) Admission occurring not later than 8.00 a.m. on 31 July 2014
or such other date as may be agreed between the Company, Allenby
Capital and Whitman Howard not being later than 31 August 2014;
(ii) the Subscription becoming unconditional (save in respect of
any conditions relating to the Placing Agreement);
(iii) Allenby Capital and Whitman Howard's obligations under the
Placing Agreement not having been terminated in accordance with the
terms of the Placing Agreement;
(iv) the warranties given by the Company under the Placing
Agreement remaining true and accurate in all respects on
Admission;
(v) the passing of Resolution 1 (without amendment) on or before
28 July 2014 or such later time as may be agreed between the
Company, Allenby Capital and Whitman Howard, not being later than
31 August 2014;
(vi) the Company allotting, subject only to Admission becoming
effective, the Placing Shares to the Placees in accordance with the
terms of the Placing Agreement and the Subscription Shares to the
Subscribers in accordance with the terms of the Subscription
Agreements; and
(vii) delivery to Allenby Capital and Whitman Howard of certain
documents specified in the Placing Agreement.
The Subscription is conditional, inter alia, upon:
(i) the passing of Resolution 1 in a general meeting to permit
the Company to issue the New Common Shares to the proposed
Subscribers pursuant to the Subscription on a non-pre-emptive
basis;
(ii) the Placing becoming unconditional (save only as to any
condition relating to the Subscription becoming unconditional and
the Subscription Shares being admitted to trading on AIM); and
(iii) the Placing Shares and the Subscription Shares being
admitted to trading on AIM on or prior to 8.00 a.m. London time on
31 July 2014, being the date agreed between the Company, Allenby
Capital and Whitman Howard, and in any event not being later than
31 August 2014.
All Placing monies received by Allenby Capital and Whitman
Howard 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 Fundraise. The Subscription monies will 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.
All Placing monies will be paid in pounds sterling.
For the purposes of determining the amount of any 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 15 July 2014, being
0.5852.
Warrants
The Company is entering into warrant agreements with each of
Allenby Capital, Whitman Howard and Spark pursuant to which they
will each receive a warrant to subscribe for a certain number of
Common Shares in the Company. The warrants are being issued in
partial satisfaction of fees and/or commission payable in
connection with the Fundraise. The warrants are exercisable at any
time until 31 July 2017.
Pursuant to its warrant agreement dated 16 July 2014, Allenby
Capital has been granted a warrant to subscribe for 1,228,825
Common Shares in the Company at an exercise price of 7 pence per
Common Share.
Pursuant to its warrant agreement dated 16 July 2014, Whitman
Howard has been granted a warrant to subscribe for 618,571 Common
Shares in the Company at an exercise price of 7 pence per Common
Share.
Pursuant to its warrant agreement dated 16 July 2014, Spark has
been granted a warrant to subscribe for 71,429 Common Shares in the
Company at an exercise price of US$0.001 per Common Share.
Related Party Transactions
Alan Reade, Bruno Jactel, Barry Riley and James Hills, each
being directors in the Company, are participating in the Fundraise
as further described in the Circular. In accordance with the AIM
Rules and market practice, the directors' respective participations
in the Fundraise must be aggregated and they must also be
aggregated with any similar transactions carried out by them in the
previous 12 months. As a result of this aggregation, Alan Reade,
Bruno Jactel, Barry Riley and James Hills are considered to be
related parties under the AIM Rules for the purposes of the
Fundraise. The Independent Director considers, having consulted
with the Company's nominated adviser, Spark, that the terms of Alan
Reade, Bruno Jactel, Barry Riley and James Hills' respective
participations in the Fundraise are fair and reasonable insofar as
the Stockholders of the Company are concerned.
Legal & General Investment Management Limited (UK) ("LGIM"),
a substantial shareholder in the Company, has agreed to subscribe
for 1,428,571 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, Spark, that the terms of LGIM's participation in the
Fundraise are 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 Resolution 1 at the Special Meeting.
Accordingly, set out in the Circular is the notice convening a
Special Meeting to be held on 28 July 2014 at the offices of
TyraTech, 5151 McCrimmon Parkway, Suite 275, Morrisville, NC 27560,
USA at 10.00 a.m. (EDT) at which the Resolutions will be
proposed.
Resolution 1 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 per cent. of those
Stockholders voting in person or by proxy at the Special Meeting 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: (i) the issue of up to 1,228,825 shares of
common stock of the Company in connection with the exercise of
warrants granted to Allenby Capital on 16 July 2014 (or any
amendment or restatement of such warrants); (ii) the issue of up to
618,571 shares of common stock of the Company in connection with
the exercise of warrants granted to Whitman Howard on 16 July 2014
(or any amendment or restatement of such warrants); and (iii) the
issue of up to 71,429 shares of common stock of the Company in
connection with the exercise of warrants granted to Spark on 16
July 2014 (or any amendment or restatement of such warrants). The
warrants were issued to Allenby Capital, Whitman Howard, Spark,
respectively, in partial satisfaction of fees and/or commission
payable in connection with the Fundraise. Approval of 75 per cent.
of those Stockholders voting in person or by proxy at the Special
Meeting is required to pass Resolution 2.
Resolution 3 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 300,000,000 to 380,000,000. Resolution 3 is in line with
current market practice and would give the Company the ability to
allot Common Shares up to approximately an additional one-third of
the fully diluted share capital following the Fundraise. 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
3. The Company has no current intention to utilise this additional
headroom at this time.
Assuming that Resolutions 1 and 2 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) 50,000,000 New Common Shares
pursuant to the Placing and Subscription; (ii) 1,918,825 Common
Shares issued pursuant to the exercise of the warrants granted to
Allenby Capital, Whitman Howard and Spark; and (iii) such number of
Common Shares as may be issued pursuant to the other exemptions
from the application of pre-emption rights in the Company's
constitution or pursuant to previous authorities granted by the
Stockholders, including the Company's ability to issue such
additional number of Common Shares as represents less than 10 per
cent. of the issued and outstanding share capital of the Company
during any twelve month period.
Assuming that Resolution 3 is passed, the maximum number of
Common Shares which could be allotted in addition to those already
issued as at the date of this announcement would be
173,831,932.
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 9 per cent. of the issued and outstanding Common
Shares (other than those Common Shares held in treasury), 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 3.00 p.m. (BST)
on 24 July 2014. 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 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 3.00 p.m. (BST)
on 23 July 2014. 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
3.00 p.m. (BST) on 23 July 2014. 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 CREST
Regulations.
Importance of Vote
The Placing and Subscription are conditional, inter alia, upon
the passing by Stockholders of Resolution 1 at the Special
Meeting.
Stockholders should be aware that in the event that Resolution 1
was not to be approved at the Special Meeting, the Fundraise would
not proceed as described herein and the Company would need to
pursue other (potentially less optimal) options in order assist the
successful launch of the Vamousse head lice product range in
Superdrug and Boots stores in the UK and other activities described
in the Circular.
In the event that Resolution 2 was not to be approved at the
Special Meeting, the Company would not be able to issue Common
Shares to Allenby Capital, Whitman Howard and Spark pursuant to the
exercise of their warrants, in partial satisfaction of their fees
and/or commission in connection with the Fundraise. In such
circumstances the Company will be obliged to renegotiate the terms
on which these fees and/or commission are satisfied.
If Resolution 3 was not to be approved at the Special Meeting
the Company would still be able to proceed to issue the New Common
Shares pursuant to the Fundraise, however, it would have limited
available authorised share capital for any future allotments of
Common Shares. In accordance with standard market practice the
Company believes it is appropriate to maintain sufficient
authorised share capital. The Company has no current intention to
utilise this additional headroom at this time.
In both cases the Company would be able to proceed with the
issue of such number of new Common Shares as the Directors are
authorised to issue, pursuant to the Company's Constitution,
without Stockholder approval.
Recommendation
The Independent Director considers the terms of the Placing and
Subscription to be in the best interests of the Company and its
Stockholders as a whole and the Independent Director, along with
the other Directors, recommends that you vote in favour of all 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 9 per cent. of the Existing Share Capital of
the Company (other than those Common Shares held in treasury).
Director Shareholdings
Should Resolution 1 be approved at the Special Meeting:
Alan Reade, who has agreed to subscribe for 214,298 New Common
Shares pursuant to the Subscription, will be interested in
12,700,656 Common Shares in the Company representing an interest of
4.96 per cent. of the Enlarged Issued Share Capital following
Admission. In addition, Alan Reade is interested in 3,145,695
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
500,000 GBP0.125 4 March 2024
Barry Riley, who has agreed to subscribe for 142,857 New Common
Shares pursuant to the Subscription, will be interested in
3,198,413 Common Shares in the Company representing an interest of
1.24 per cent. of the Enlarged Issued Share Capital following
Admission. In addition, Barry Riley is interested in 750,000
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
200,000 GBP0.125 4 March 2024
Bruno Jactel who has agreed to subscribe for 142,857 New Common
Shares pursuant to the Subscription, will be interested in
2,002,424 Common Shares in the Company representing an interest of
0.78 per cent. of the Enlarged Issued Share Capital following
Admission. In addition, Bruno Jactel is interested in 3,000,000
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
1,500,000 GBP0.125 4 March 2024
James Hills who has agreed to subscribe for 142,857 New Common
Shares pursuant to the Subscription, will be interested in
1,190,757 Common Shares in the Company representing an interest of
0.46 per cent. of the Enlarged Issued Share Capital following
Admission. In addition, James Hills is interested in 800,000
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
250,000 GBP0.125 4 March 2024
Eric Wintemute, the Independent Director, is not subscribing for
New Common Shares pursuant to the Subscription and is not currently
interested in any Common Shares or options over Common Shares in
the Company.
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 "US 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
31 July 2014.
The New Common Shares will be traded on AIM in the Company's
restricted line of stock under the symbol TYR.
The New Common Shares will not be registered under the
Securities Act and will constitute 'restricted securities' as
defined in Rule 144 of the Securities Act. Hedging transactions
involving Shares may not be conducted, directly or indirectly,
unless in compliance with the Securities Act.
The New Common Shares will be issued in certificated form with
an appropriate form of restrictive legend and subject, in the case
of shares subscribed and held by non-affiliates of the Company to a
one year distribution compliance period under Regulation S. From
Admission the New Common Shares will be traded on AIM in the
Company's restricted line of stock under the symbol TYR. During the
distribution compliance period such shares may only be traded
through the delivery of physical certificates outside of the United
States in an offshore transaction to a non-US Person and otherwise
in compliance with the Securities Act and any applicable securities
law of any state of the United States. New Common Shares subscribed
and held by non-affiliates of TyraTech will be eligible to have the
restrictive legend removed from their certificates representing
such shares following the first anniversary of Admission and, on
(i) completion of an appropriate letter of transmittal available
from the Company for migration of such shares to the Company's
unrestricted line of stock under the symbol TYRU; and (ii)
delivery of an appropriate legal opinion to the Company's
Registrars. A depositary interest facility is available that
permits trades in shares in the Company's unrestricted TYRU line of
stock to be settled electronically through CREST rather than by
delivery of physical certificates.
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.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date of the Circular and posting 17 July 2014
of Form of Proxy and Form of
Instruction
Latest time and date for receipt 3.00 p.m. (BST) on 23 July 2014
of completed Form of Instruction
in respect of the Special Meeting
Latest time and date for receipt 3.00 p.m. (BST) on 24 July 2014
of completed Form of Proxy in
respect of the Special Meeting
Special Meeting 10.00 a.m. (EDT) on 28 July 2014
Admission and commencement of On or around 8.00 a.m. (BST)
dealings on AIM of the New Common on 31 July 2014
Shares
Despatch of definitive share by 7 August 2014
certificates for the New Common
Shares
Each of the times and dates in the above timetable is subject to
change. References to time are to London time unless otherwise
stated.
The Company has two lines of stock. The Company's SEDOL code for
its restricted line of stock is B1WT4G5 and the ISIN code is
USU890581080. The Company's SEDOL code for its unrestricted line of
stock is B400R62 and the ISIN code is US90239R2031.
PLACING AND SUBSCRIPTION STATISTICS
Issue Price 7 pence
Number of Common Shares in issue at the date of
this announcement 206,168,068
Number of Placing Shares 46,978,561
Number of Subscription Shares 3,021,439
Enlarged Issued Share Capital 256,168,068
Number of Placing and Subscription Shares as a 19.52 per cent.
percentage of the Enlarged Issued Share Capital
Number of restricted Common Shares trading under
TIDM 'TYR' following the issue of the Placing
Shares and the Subscription Shares 161,266,592
Number of unrestricted Common Shares trading under
TIDM 'TYRU' following the issue of the Placing
Shares and the Subscription Shares 94,901,476
Gross proceeds of the Placing and Subscription GBP3.5 million
Estimated net proceeds of the Placing and Subscription GBP3.3 million
Number of Common Shares which could be issued
up to and including 31 July 2017 pursuant to the
exercise of warrants granted to Allenby Capital
and Whitman Howard on 16 July 2014 1,918,825
Note: the above assumes that there is no further issue of Common
Shares between the date of this announcement and Admission.
For the purposes of determining the amount of any 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 15 July 2014, being
0.5852.
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
"Allenby Capital" Allenby Capital Limited, joint broker
to the Company
"Board" or "Directors" the directors of the Company as at the
date of the Circular
"BST" British Summer Time
"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, 27 February 2012 and
28 March 2013
"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 Regulations" the Uncertificated Securities Regulations
2001 SI 2001/3755
"Depositary Interest" a dematerialised depositary interest
which represents an entitlement to Common
Shares
"Enlarged Issued Share the issued common share capital of the
Capital" Company immediately following Admission
comprising the Existing Share Capital,
the Placing Shares and the Subscription
Shares
"EDT" Eastern Daylight Time
"Euroclear" Euroclear UK & Ireland Limited (formerly
named CRESTCo Limited), the operator
of CREST
"Exchange Act" the US Securities Exchange Act of 1934,
as amended
"Existing Share Capital" the 206,168,068 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 Instruction" the form of instruction enclosed with
the Circular for use by holders of Depositary
Interests in connection with the Special
Meeting
"Form of Proxy" the form of proxy enclosed with the
Circular for use by holders of Common
Shares in connection with the Special
Meeting
"FCA" Financial Conduct Authority
"FSMA" Financial Services and Markets Act 2000,
as amended
"Fundraise" the Placing and the Subscription
"Independent Director" the director of the Company who is not
subscribing in the Placing or Subscription,
namely Eric Wintemute
"Issue Price" 7 pence per New Common Share
"London Stock Exchange" the London Stock Exchange plc
"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 Allenby Capital
and Whitman Howard 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 entered into on
16 July 2014 between the Company, Allenby
Capital and Whitman Howard relating
to the Placing
"Placing Shares" the New Common Shares to be issued to
the Placees pursuant to the Placing
"Pound Sterling", "GBP" the lawful currency of the United Kingdom
or "p"
"Regulation S" Regulation S under the Securities Act
"Resolutions" the resolutions set out in the Notice
of Meeting
"Securities Act" the US Securities Act of 1933, as amended
"Spark" SPARK Advisory Partners Limited, nominated
adviser to the Company
"Special Meeting" the special meeting to be held at the
offices of TyraTech, 5151 McCrimmon
Parkway, Suite 275, Morrisville, NC
27560, USA on 28 July 2014 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 of CREST
"United Kingdom" and "UK" the United Kingdom of Great Britain
and Northern Ireland
"US", "USA" and "United the United States of America, each state
States" thereof, its territories and possessions,
and all areas subject to its jurisdiction
"$", "US$", "US dollar" the lawful currency of the United States
or "dollar"
"US Person" a citizen or permanent resident of the
United States, as defined in Regulation
S
"Whitman Howard" Whitman Howard Limited, joint broker
to the Company
This information is provided by RNS
The company news service from the London Stock Exchange
END
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