TIDMABTU
RNS Number : 9615B
Aqua Bounty Technologies, Inc.
07 April 2017
AquaBounty Technologies, Inc.
Intended Delisting and Cancellation of Ordinary Shares from
London Stock Exchange
MAYNARD, Massachusetts, April 7, 2017 - AquaBounty Technologies,
Inc. (NASDAQ: AQB; AIM: ABTU) ("AquaBounty" or the "Company"), a
biotechnology company focused on enhancing productivity in the
aquaculture market and a majority-owned subsidiary of Intrexon
Corporation (NYSE: XON), announces today that, following its
listing on the NASDAQ Capital Market ("Nasdaq") in January 2017, it
has made an application to the London Stock Exchange plc (the
"LSE") to cancel the admission to trading of the Company's shares
on AIM, a market of the LSE ("AIM") (the "Cancellation"). In
conjunction with the Cancellation, AquaBounty has also decided to
terminate its UK domestic depositary interest ("DI") facility ("DI
Facility").
The Cancellation will be subject to approval by the Company's
shareholders at its Annual General Meeting to be held on 23 May
2017 ("AGM"), requiring the consent of not less than 75% of votes
cast by the shareholders at the AGM. A form of proxy is expected to
be posted to shareholders around 17 April 2017 in relation to this
resolution, together with other normal business of the AGM. The AGM
is to be held at 8:30 am ET at the Bostonian Hotel, 26 North
Street, Boston, Massachusetts 02109.
In accordance with AIM Rule 41, AquaBounty is required to give
at least 20 business days' notice of the intended Cancellation.
AquaBounty's proposed date of cancellation is therefore 1 June
2017. Subject to the delisting resolution being passed, it is
expected that trading on AIM in the Shares will cease at the close
of business on 31 May 2017 with the Cancellation becoming effective
from 7:00 a.m. BST on 1 June 2017.
AquaBounty will continue to trade under the symbol AQB on
Nasdaq.
Reasons for the Cancellation
The members of the board of directors of AquaBounty (the
"Directors") have decided to apply for the Cancellation on a
voluntary basis for the following reasons:
-- Only a small amount of trading in the Company's shares is conducted on AIM.
-- The cost of complying with AIM rules is duplicative of Nasdaq
market rules, and the Company sees advantages in reducing its
costbase as it progresses its commercialisation strategy, which
remains unchanged.
-- Internal financial and legal staff time for compliance with
AIM rules is duplicative of that for Nasdaq market rules.
-- The Company's shares will still be tradeable on the Nasdaq market.
The Directors consider the Cancellation and approval of the
related resolution to be in the best interests of the Company and
its members as a whole. The Directors therefore unanimously
recommend that you vote in favour of the Cancellation
Resolution.
Effect of the Cancellation
Shareholders will no longer be able to buy and sell Shares on
AIM following the Cancellation. In addition, as explained in more
detail below under "Information for holders of DIs," AquaBounty's
DI Facility will be terminated in conjunction with the
Cancellation.
Following the Cancellation, AquaBounty will no longer be
required to comply with the continuing obligations set out in the
AIM Rules or the EU Market Abuse Regulation. In addition,
AquaBounty will no longer be subject to the provisions of the UK
Disclosure Guidance and Transparency Rules relating to the
disclosure of changes in significant shareholdings in the Company.
AquaBounty will continue to be subject to the rules and regulations
of the US Securities and Exchange Commission, the Nasdaq Stock
Market rules (the "Nasdaq Rules"), and all other laws, rules, and
regulations applicable to a company with shares listed on Nasdaq
and incorporated in the US.
As AquaBounty has to date complied principally with the
corporate governance requirements outlined in the Nasdaq Rules, the
Company does not expect there to be any material change in its
corporate governance procedures as a result of the Cancellation,
such as the proportion of independent directors present on its
board. The Company will cease to have an independent nominated
adviser appointed.
Information for holders of DIs
AquaBounty had previously put in place a DI Facility to give
investors the option to hold interests in such Shares through CREST
in the form of DIs. Under the DI Facility, book-entry interests in
respect of Shares are credited to the DTC participant account of
Computershare Trust Company, N.A. ("CTC"), as custodian, and
corresponding DIs are issued by Computershare Investor Services PLC
("CIS"), as depositary and issuer of the DIs, to CREST accounts
nominated by the investor. In conjunction with the proposed
Cancellation, the DI Facility will be terminated. AquaBounty has
instructed CIS as the depositary to terminate the DI Facility with
effect from the close of business on 31 May 2017 (the "DI Facility
Termination Date"). Consequently, and in accordance with the terms
of the deed poll executed in respect of AquaBounty's DIs, CIS will
provide 30 days' notice of termination to all DI holders.
Prior to the DI Facility Termination Date, any DI holder may
continue to direct their broker to complete a CREST Stock
Withdrawal in order for their DIs to be cancelled by CIS and for
book-entry interests in respect of the underlying Shares to be
transferred from the DTC participant account of CTC to the account
of their designated DTC participant.
Any DIs remaining in the DI Facility as at the DI Facility
Termination Date will automatically be cancelled and replaced
through CREST on or shortly after the DI Facility Termination Date
with CREST depository interests ("CDIs") representing the same
number of underlying Shares. Such underlying Shares will, from this
time, be held by CREST International Nominees Limited, as custodian
in the DTC clearance system for Euroclear UK & Ireland Ltd.
("Euroclear") as the depository and issuer of the CDIs.
AquaBounty will cover all cross-border DI cancellation fees
typically charged by CIS in respect of the cancellation of DIs up
to and including the close of business on 31 May 2017. After that
date, any such fees will be payable by the relevant DI holders.
Investors in AquaBounty who convert their DIs or CDIs to Shares
that are to be held by a DTC participant will be able to trade
those Shares on Nasdaq.
Investors in AquaBounty who do not take the necessary action to
cancel their DIs and take receipt of the Shares into an account of
a DTC participant by the DI Facility Termination Date will have
their DIs automatically converted to CDIs. Holders of CDIs will
continue to be able to trade the Shares on Nasdaq by requesting the
cancellation of the CDIs and the release of the underlying Shares
from the DTC participant account of CREST International Nominees
Limited to the account of their designated DTC participant (in
accordance with Euroclear's standard protocols).
DI holders should contact their nominee, stockbroker, bank, or
other agent to obtain further information on how the Cancellation
will impact them and their ability to hold CDIs and/or to trade
their Shares on Nasdaq.
Expected timetable
-- 11 April 2017 - 31 May 2017 (inclusive) - Cross-border DI
cancellation fees to be covered by AquaBounty.
-- 23 May 2017 - The AGM at which, inter alia, the Cancellation resolution will be proposed.
-- 31 May 2017 - The expected last day of dealings in the Shares
on AIM. It is also the last date for DI holders to trade on AIM or
to direct a transfer of book-entry interests in respect of the
underlying Shares to the account of a DTC participant. The DI
Facility terminates at Close of Business on this date.
-- 1 June 2017 - The expected cancellation of the Company's
admission to trading on AIM at 7:00 am BST.
-- 2 June 2017 - The expected date for the issuance of CDIs
representing Shares where DI holders have not requested
cancellation of their DIs and directed a transfer of the book-entry
interests in respect of the underlying Shares to the account of a
DTC participant.
For more information, please visit www.AquaBounty.com, or
contact:
Enquiries:
Generally
AquaBounty Technologies, Inc.
Dave Conley, Corporate Communications +1 613 294 3078
AIM Investors
Stifel Nicolaus Europe Limited
Stewart Wallace +44 20 7710 7600
Luther Pendragon
Harry Chathli, Claire Norbury +44 20 7618 9100
This information is provided by RNS
The company news service from the London Stock Exchange
END
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April 07, 2017 08:45 ET (12:45 GMT)
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