TIDMPPIX
RNS Number : 2126O
ProPhotonix Limited
17 August 2017
August 17, 2017
ProPhotonix Limited
("ProPhotonix" or "the Company")
ProPhotonix Announces New Restricted Line Stock
ProPhotonix Limited (London Stock Exchange - AIM: PPIX, OTC:
STKR), a high technology designer and manufacturer of LED
illumination systems and laser diode modules, with operations in
Ireland and the United Kingdom, announces that 22,042,143 of the
Company's existing common shares of $0.001 each ("Common Shares"),
trading under the Company's existing ISIN (US7434651060) are being
transferred with effect from August 18, 2017 to a new restricted
line of common shares, represented by a new ISIN (USU743121142) and
new ticker (AIM: PPIR) ("Restricted Line Stock").
Application has been made for the Restricted Line Stock to be
admitted to trading on AIM ("Admission") and it is expected that
Admission will become effective and that dealings in the Restricted
Line Stock will commence at 8.00 a.m. on August 18, 2017. The
Restricted Line Stock will be identical in all respects with the
Common Shares trading on the Company's existing ISIN save that the
Restricted Line Stock will be subject to the conditions listed
under section 903(b)(3), or Category 3, of Regulation S
("Regulation S") promulgated under the US Securities Act 1933
("Securities Act").
Upon Admission, the Restricted Line Stock (as represented by
Depository Interests) may be held in the CREST system and will be
segregated into a separate trading system within CREST identified
with the marker "REG S" and ISIN USU743121142.
Following Admission, the total issued share capital of the
Company will remain unchanged at 90,825,402 Common Shares. There
are no Common Shares held in treasury. Therefore, the total number
of voting rights in the Company will be 90,825,402. Shareholders in
the Company may use this figure as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company.
Important Notice
Each purchaser of the Restricted Line Stock ("Purchaser") agrees
to reoffer or resell the Restricted Line Stock only pursuant to
registration under the Securities Act or in accordance with the
provisions of Regulation S or pursuant to another available
exemption from registration, and agrees not to engage in hedging
transactions with regard to such securities unless in compliance
with the Securities Act. The restrictions restrict purchasers of
the Restricted Line Stock from reselling the Restricted Line Stock
in the United States or to a US Person. These restrictions may
remain in place or be reintroduced following the expiry of one year
following Admission in relation to the Restricted Line Stock at the
discretion of the Company.
The Restricted Line Stock to be admitted to trading on AIM and
held in the CREST system as Depositary Interests will be identified
with the marker "REGS" and will be segregated into a separate
trading system within CREST. The "REGS" marker also indicates that
the Restricted Line Stock held in the CREST system will also bear a
legend setting out certain transfer restrictions and other
information, including that: (i) transfers of the Restricted Line
Stock are prohibited except in accordance with the provisions of
Regulation S, pursuant to registration under the Securities Act or
in a transaction not subject to the registration requirements of
the Securities Act; and (ii) hedging transactions involving the
Restricted Line Stock may not be conducted unless in compliance
with the Securities Act.
Representations, warranties and certifications must be made
through the CREST system by those selling or acquiring the
Restricted Line Stock. If such representations, warranties and
certifications cannot be made or are not made, settlement through
CREST will be rejected. Furthermore, any Restricted Line Stock held
by "Affiliates" (as defined in Rule 405 of the Securities Act) of
the Company shall be held in certificated form and accordingly
settlement shall not be permitted via CREST until such time as the
relevant restrictions are no longer applicable. Affiliates of the
Company at the time of Admission (or at any time during the 90 days
immediately before Admission), or investors that become Affiliates
at any time after Admission, should seek independent US legal
counsel prior to selling or transferring any Restricted Line
Stock.
THE RESTRICTED LINE STOCK HAS NOT BEEN, AND IS NOT EXPECTED TO
BE, REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF JAPAN, ANY
PROVINCE OF CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR IN
ANY OTHER JURISDICTION WHERE THIS WOULD CONSTITUTE A BREACH OF
APPLICABLE SECURITIES LEGISLATION. ACCORDINGLY, SUBJECT TO CERTAIN
EXCEPTIONS, THE RESTRICTED LINE STOCK MAY NOT, DIRECTLY OR
INDIRECTLY, BE OFFERED OR SOLD WITHIN JAPAN, ANY PROVINCE OF
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR A NATIONAL,
CITIZEN OR RESIDENT OF JAPAN, ANY PROVINCE OF CANADA, AUSTRALIA OR
REPUBLIC OF SOUTH AFRICA.
FURTHERMORE, THE RESTRICTED LINE STOCK HAS NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OF AMERICA, AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES OF AMERICA, OR TO OR FOR THE ACCOUNT
OR BENEFIT OF US PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT), ABSENT REGISTRATION UNDER THE SECURITIES ACT OR
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE RESTRICTED
LINE STOCK MAY BE OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES
OF AMERICA TO NON-US PERSONS IN "OFFSHORE TRANSACTIONS" (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH AND IN
RELIANCE ON THE SAFE HARBOUR FROM REGISTRATION PROVIDED BY SECTION
903(B)(3), OR CATEGORY 3, OF REGULATION S UNDER THE SECURITIES
ACT.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Japan, any province of Canada, Australia, the Republic of
South Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Restricted Line Stock is being
made in any such jurisdiction.
Enquiries / Contacts
ProPhotonix Limited
Tim Losik, President and CEO Tel: +1 603 893 8778
ir@prophotonix.com
Stockdale Securities Limited
Tom Griffiths / David Coaten Tel: +44 (0) 20 7601 6100
Nominated Adviser and Broker
About ProPhotonix
ProPhotonix Limited, headquartered in Salem, New Hampshire, is a
high technology designer and manufacturer of LED illumination
systems and laser diode modules for industry leading OEMs and
medical equipment companies. In addition, the Company distributes
premium diodes for Ushio (formerly OCLARO), Osram, QSI, Panasonic,
and Sony. The Company serves a wide range of markets including the
machine vision, industrial inspection, security, and medical
markets. ProPhotonix has offices and subsidiaries in the U.S.,
Ireland, U.K., and Europe. For more information about ProPhotonix
and its innovative products, visit the Company's web site at
www.prophotonix.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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