TIDMTYR TIDMTYRU
RNS Number : 4615E
TyraTech, Inc.
04 November 2015
TYRATECH, INC.
("TyraTech" or the "Company")
Proposed Placing and Subscription of Common Shares to raise
gross proceeds of GBP3.16 million
TyraTech, Inc. (AIM: TYR and TYRU), a life sciences company
focusing on nature-derived insect and parasite control products,
announces that it has conditionally raised GBP3.16 million before
expenses by means of a placing and subscription of 105,333,333 new
shares in the capital of the Company of US$0.001 each (the "New
Common Shares") at 3 pence per New Common Share (the "Issue Price")
(together the "Placing and Subscription" or the "Fundraise"). The
funds raised will be used primarily to increase the market
penetration of the Company's Vamousse product range, launch a new
product range for use in animal production facilities and for use
as general working capital.
Highlights
-- Placing and Subscription of New Common Shares to raise
GBP3.16 million before expenses at an Issue Price of 3 pence per
share.
-- Net proceeds of the Fundraise will be used as follows:
- GBP1.2 million for further investment in the growth of
Vamousse to increase market penetration through enhanced marketing
support in the US and UK and also to allow geographic expansion
with Germany and Australasia as its first targets.
- GBP1.0 million to launch its new PureScience product range for
use in animal production facilities, with the initial objective to
launch in poultry facilities.
- GBP0.8 million for additional working capital.
Commenting on the Fundraising Bruno Jactel, CEO of Tyratech Inc
said:
"We are delighted with the support that we have received from
both existing and new shareholders. The Company is intending to
raise funds to permit further marketing support and geographical
expansion for its Vamousse range of head lice products, to launch
its PureScience brand, initially in poultry production facilities,
and to provide additional working capital to support the expansion
plans. Vamousse Treatment is now available in over 20,000 stores in
the US and approximately 7,000 in the UK and in the four weeks
ending 6 September 2015 Vamousse was ranked the number three
over-the-counter brand by US dollar sales in the US. The Directors
believe that the Company is well positioned to capitalise on the
expanded distribution achieved with its Vamousse brand in existing
markets but also through phased geographic expansion, with a target
to enter the German market and Australasia. The Directors believe
that the Vamousse brand will benefit from further marketing support
and expenditure to increase market share more rapidly.
"In addition, the Directors believe that the Company's
technology platform has now proved successful in the development of
several products both for personal care and animal health markets,
and that the technology can, in the future, be applied in market
segments which are significantly larger than those targeted with
existing products."
The Company currently has 262,333,111 common shares of US$0.001
each in issue. The number of restricted common shares currently
trading under TIDM 'TYR' is 114,344,566 and the number of
unrestricted common shares currently trading under TIDM 'TYRU' is
147,988,545.
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 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 McGregor Smith / Niall Devins Tel: +44 20 7087
4555
Walbrook, Financial PR and IR
Paul Cornelius / Sam Allen / Helen Cresswell Tel: +44 20 7933
8780
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 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 GBP3.16 million and Notice of Special Meeting of
Stockholders
Introduction
The Board of Directors of TyraTech, Inc. announced today that it
has conditionally raised GBP3.16 million before expenses by means
of a Placing, through its broker Allenby Capital and a Subscription
(together, the "Fundraise"). The funds raised will be used
primarily to increase the market penetration of the Company's
Vamousse product range, launch a new product range for use in
animal production facilities and for use as general working
capital.
In total, the New Common Shares being issued represent 28.6 per
cent. of the Enlarged Issued Share Capital. Further information is
set out below.
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 Fundraise and the Special
Meeting.
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 set out
in the Circular.
Background to and Reasons for the Fundraise
Since the launch of the Company's Vamousse Head Lice Treatment
product in Walmart in January 2014, the Company has continued to
expand the distribution network for both Vamousse Treatment and
Vamousse Shampoo across the US and the UK. On 16 July 2014, the
Company announced that it had gained listings for Vamousse
Treatment at Boots and Superdrug in the UK, in addition to the
listing at Walmart in the US. The Company also announced earlier
this year that it had achieved listings in the two largest drug
store chains in the US, Walgreens and CVS, and that its head lice
products would also be listed by the three largest pharmaceutical
product distributors in the US: McKesson, AmerisourceBergen and
Cardinal Health. Other listings have been achieved in smaller
national and regional retail chains.
In the UK, listings have been gained in Tesco and Sainsbury's
together with Lloyds Pharmacy, Well Pharmacy, Day Lewis Pharmacy,
Rowlands Pharmacy and the products are also sold in independent
pharmacies.
Walmart in the US and Boots in the UK are also now stocking the
Vamousse Shampoo in addition to the Head Lice Treatment, while
Boots has significantly increased the number of outlets holding the
Company's products, which are now also being sold in Ireland.
As a result, Vamousse Treatment is now available in over 20,000
stores in the US and approximately 7,000 in the UK and in the four
weeks ending 6 September 2015 Vamousse was ranked the number three
over-the-counter brand by US dollar sales in the US. In the US
market especially, the resistance of "super lice" to the current
brand leaders, which use synthetic chemical pesticides, is becoming
a major issue. The Directors believe that the Vamousse range of
products is effective against these "super lice" and studies are
under way which are planned to support claims of effectiveness in
this area.
The Company's Guardian range of insect repellents for personal
use continues to perform well on amazon.com where it has previously
reached the position of the number one non-DEET range when
searching by relevance and average customer review and the Company
is pursuing farm-store chains as a first stage of expanding market
penetration. The Equine fly repellent was well received when
launched earlier in 2015 and an improved formulation will be
re-introduced in 2016 under the Outsmart(TM) brand of the US
retailer, SmartPak, pending the completion of additional field
studies.
The Company has also made improvements to its range of products
for use in livestock premises which were previously intended to be
sold through Novartis under the Natunex(TM) brand. The Directors
believe that these products have significant advantages over
existing products and with the acquisition of Novartis by Eli Lilly
in 2015 the Company took the opportunity to withdraw the
exclusivity under this agreement and is now pursuing alternative
commercialisation strategies, one of them being marketing the
products under its own PureScience(TM) brand in 2016.
(MORE TO FOLLOW) Dow Jones Newswires
November 04, 2015 02:00 ET (07:00 GMT)
The Directors believe that the Company is well positioned to
capitalise on the expanded distribution achieved with its Vamousse
brand in existing markets but also through phased geographic
expansion, with a target to enter the German market and
Australasia. The Directors believe that the Vamousse brand will
benefit from further marketing support and expenditure to increase
market share more rapidly. In addition, the Directors believe that
the Company's technology platform has now proved successful in the
development of several products both for personal care and animal
health markets, and that the technology can, in the future, be
applied in market segments which are significantly larger than
those targeted with existing products.
To take advantage of these opportunities, the Company is
intending to raise funds to permit further marketing support and
geographical expansion for its Vamousse range of head lice
products, to put in place a selling and distribution network to
launch its PureScience brand, initially in poultry production
facilities, and to provide additional working capital to support
the expansion plans.
Use of Proceeds
Pursuant to the Fundraise the Company is proposing to raise
GBP3.16 million before expenses (GBP3 million net of expenses). It
is the intention of the Directors that the net proceeds raised from
the Fundraise will be used over a two-year period as follows:
GBP1.2 million further investment in the growth of Vamousse to
increase market penetration through enhanced marketing support in
the US and UK and also to allow geographic expansion with Germany
and Australasia as its first targets.
GBP1.0 million to launch a new product range for use in animal
production facilities, with the initial objective to launch the
PureScience brand in poultry
GBP0.8 million for additional working capital
Expenses of the Fundraise are estimated to be approximately
GBP0.16 million.
Financial Information
Copies of the Company's results for the year ended 31 December
2014 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 GBP3.16 million, before
expenses, by the issue of 105,333,333 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, as agent for the Company, pursuant to which
Allenby Capital has agreed conditionally to use its 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 102,783,396,
representing 97.6 per cent. of the Fundraise and 28.0 per cent. of
the Enlarged Issued Share Capital.
In addition to the Placing, the Subscribing Directors have
conditionally agreed to subscribe for the Subscription Shares at
the Issue Price pursuant to the Subscription Agreements. The total
number of New Common Shares being subscribed for by the Subscribers
is 2,549,937, representing 2.4 per cent. of the Fundraise and 0.7
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 18 November
2015 or such other date as may be agreed between the Company and
Allenby Capital not being later than 31 December 2015;
(ii) the Subscription becoming unconditional (save in respect of
any conditions relating to the Placing Agreement);
(iii) Allenby Capital'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
16 November 2015 or such later time as may be agreed between the
Company and Allenby Capital, not being later than 31 December
2015;
(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
Subscribing Directors in accordance with the terms of the
Subscription Agreements; and
(vii) delivery to Allenby Capital 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
18 November 2015, being the date agreed between the Company and
Allenby Capital, and in any event not being later than 31 December
2015.
All Placing monies received by Allenby Capital 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. No monies are payable directly to the Company pursuant
to the Subscription as the Subscribing Directors are agreeing to
waive certain fees payable to them. If the Placing is terminated,
all such amounts will be refunded to Placees without deduction or
interest.
All Placing monies will be paid in pounds sterling.
Warrants
The Company is entering into warrant agreements with each of
Allenby Capital 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 3 November 2018.
Pursuant to its warrant agreement dated 3 November 2015, Allenby
Capital has been granted a warrant to subscribe for 3,931,335
Common Shares in the Company at an exercise price of 3 pence per
Common Share.
Pursuant to its warrant agreement dated 3 November 2015, Spark
has been granted a warrant to subscribe for 166,666 Common Shares
in the Company at an exercise price of US$0.001 per Common
Share.
VCT/EIS Investment
The Company has not received advance assurance from HM Revenue
& Customs ("HMRC") that the New Common Shares will be a
qualifying holding for investment by VCTs or that the New Common
Shares to be issued will be a qualifying holding for investment
under the Enterprise Investment Scheme (EIS). Whilst the Directors
intend to make such applications to HMRC and for the Group to
comply with the VCT and EIS legislation they make no representation
that the Group will continue to so comply. Whether any particular
VCT or individual will be eligible to invest in the Placing Shares
will depend on the circumstances relating to that particular VCT or
individual who should take their own advice.
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 below. 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.
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 16 November 2015 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 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 the votes
cast in person or by proxy at the Special Meeting is required to
pass Resolution 1.
(MORE TO FOLLOW) Dow Jones Newswires
November 04, 2015 02:00 ET (07:00 GMT)
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 3,931,335 shares of
common stock of the Company in connection with the exercise of
warrants granted to Allenby Capital on 3 November 2015 (or any
amendment or restatement of such warrants); and (ii) the issue of
up to 166,666 shares of common stock of the Company in connection
with the exercise of warrants granted to Spark on 3 November 2015
(or any amendment or restatement of such warrants). The warrants
were issued to Allenby Capital and Spark, respectively, in partial
satisfaction of fees and/or commission payable in connection with
the Fundraise. Approval of 75 per cent. of the votes cast 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 380,000,000 to 480,000,000. Resolution 3 will 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 the votes cast 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) 105,333,333 New Common Shares
pursuant to the Placing and Subscription; (ii) 4,098,001 Common
Shares issued pursuant to the exercise of the warrants granted to
Allenby Capital 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 the Circular would be 217,666,889.
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 7.3 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. (GMT)
on 12 November 2015. 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. (GMT)
on 11 November 2015. 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. (GMT) on 11 November 2015. 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 to assist
the activities described in this 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 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 7.3 per cent. of the Existing Share Capital
of the Company (other than those Common Shares held in
treasury).
In addition to the Directors, American Vanguard Corporation have
undertaken to vote in favour of all of the Resolutions in respect
of the Common Shares in which they are interested, amounting to
55,555,000 Common Shares representing 21.2 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:
(MORE TO FOLLOW) Dow Jones Newswires
November 04, 2015 02:00 ET (07:00 GMT)
Alan Reade, who has agreed to subscribe for 1,050,004 New Common
Shares pursuant to the Subscription, will be interested in
13,783,620 Common Shares in the Company representing an interest of
3.75 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 525,000 New Common
Shares pursuant to the Subscription, will be interested in
3,723,413 Common Shares in the Company representing an interest of
1.01 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 435,733 New Common
Shares pursuant to the Subscription, will be interested in
2,438,157 Common Shares in the Company representing an interest of
0.66 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 539,200 New Common
Shares pursuant to the Subscription, will be interested in
1,779,957 Common Shares in the Company representing an interest of
0.48 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 this
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 US 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 in certificated form 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. All New Common Shares in uncertificated form (i.e.
Depositary Interests) will have a restriction placed on them in
CREST.
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
18 November 2015.
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 or
uncertificated form with an appropriate form of legend or
restriction (as the case may be) 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 be traded in CREST
in the case of uncertificated shares or 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 or the restriction from
depositary interests (as the case may be) 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 both the
Company's unrestricted TYRU and restricted TYR lines of stock to be
settled electronically through CREST rather than by delivery of
physical certificates.
No temporary documents of title will be issued. Pending
crediting of CREST accounts or the dispatch of definitive share
certificates (as the case may be), 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 4 November 2015
of Form of Proxy and Form of
Instruction
Latest time and date for receipt 3.00 p.m. (GMT) on 11 November
of completed Form of Instruction 2015
in respect of the Special Meeting
Latest time and date for receipt 3.00 p.m. (GMT) on 12 November
of completed Form of Proxy in 2015
respect of the Special Meeting
Special Meeting 10.00 a.m. (EST) on 16 November
2015
Admission and commencement of On or around 8.00 a.m. (GMT)
dealings on AIM of the New Common on 18 November 2015
Shares
Despatch of definitive share by 28 November 2015
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 3 pence
Number of Common Shares in issue at the date
of this announcement 262,333,111
Number of Placing Shares 102,783,396
Number of Subscription Shares 2,549,937
Enlarged Issued Share Capital 367,666,444
Number of Placing and Subscription Shares as 28.6 per cent.
a 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 219,677,899
Number of unrestricted Common Shares trading
under TIDM 'TYRU' following the issue of the
Placing Shares and the Subscription Shares 147,988,545
Gross proceeds of the Placing and Subscription GBP3.16 million
Estimated net proceeds of the Placing and Subscription GBP0.16 million
Number of Common Shares which could be issued
up to and including 3 November 2018 pursuant
(MORE TO FOLLOW) Dow Jones Newswires
November 04, 2015 02:00 ET (07:00 GMT)
to the exercise of warrants granted to Spark
and Allenby Capital on 3 November 2015 4,098,001
Note: the above assumes that there is no further issue of Common
Shares between the date of this announcement and Admission.
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
"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
Capital" the Company immediately following
Admission comprising the Existing
Share Capital, the Placing Shares
and the Subscription Shares
"EST" Eastern Standard 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 262,333,111 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
"GMT" Greenwich Mean Time
"Independent Director" the director of the Company who is
not subscribing in the Placing or
Subscription, namely Eric Wintemute
"Issue Price" 3 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 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 3 November 2015 between the Company
and Allenby Capital 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
or "p" Kingdom
"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 16 November 2015 at
10.00 a.m. (EST) of which notice is
set out in the Notice of Meeting
"Stockholders" holders of Common Shares
"Subscribing Directors" Alan Reade, Bruno Jactel, Barry Riley
and James Hills
"Subscription" the subscription by the Subscribing
Directors directly with the Company
for the Subscription Shares at the
Issue Price
"Subscription Agreements" the conditional agreements made between
the Company and the Subscribing Directors
pursuant to which the Subscribing
Directors agree to waive certain fees
due to them from the Company in consideration
for the issue of the Subscription
Shares
"Subscription Shares" the New Common Shares to be issued
to the Subscribing Directors 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 the United Kingdom of Great Britain
"UK" and Northern Ireland
"US", "USA" and "United the United States of America, each
States" state thereof, its territories and
possessions, and all areas subject
to its jurisdiction
"$", "US$", "US dollar" the lawful currency of the United
or "dollar" States
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