14th Feb 2012 13:00
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM 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 | 14 February 2012 |
TYRATECH, INC.
("TyraTech" or the "Company")
Proposed Placing and Subscription of Common Shares to raise up to £2.61m
TyraTech, Inc. (AIM: TYR), a natural life sciences company, announces that it has conditionally raised £2.61 million before expenses by means of a placing and subscription of new shares in the capital of the Company of $0.001 each (the "New Common Shares") at 5 pence per New Common Share (the "Issue Price") to provide additional development and working capital for the Company (together the "Placing and Subscription" or "Fundraising").
Highlights
·; Placing and Subscription of New Common Shares at an Issue Price of 5 pence per share to raise up to £2.61 million before expenses.
·; Net proceeds of the Placing and Subscription will be used to provide working capital for the Company.
Special Meeting of Stockholders
The Placing and Subscription are conditional, inter alia, on the Company's Stockholders passing certain Resolutions to enable the issue of the New Common Shares pursuant to the Placing and Subscription.
A circular, providing Stockholders with information about the background to and the reasons for the Fundraising, outling the terms of the Placing and Subscription, (the "Circular") and containing a notice of a Special Meeting of the Company convened for 10.00 a.m. (EST) on 27 February 2012, at which, inter alia, the Resolutions upon which the Placing and Subscription are conditional will be sent today to Stockholders eligible to vote at the meeting.
In the event that the Resolutions upon which the Placing and Subscription are conditional are not approved at the Special Meeting, the Fundraising will not proceed and the Company would not have sufficient working capital to fund its operations. Furthermore, in the absence of immediate additional funding, the Company could imminently become insolvent, leading to receivership and potentially the total loss of shareholder value.
Alan Reade, Executive Chairman of the Company, commented: "Tyratech has made excellent progress in developing new products and opportunities, many of which are very close to commercialisation. This fundraise provides continuing capital for the Company and enables it to build value from these opportunities."
For further information please contact:
TyraTech, Inc.
Alan Reade, Executive Chairman
Tel: +1 919 415 4310
Peter Jerome, Chief Financial Officer
Tel: +1 919 415 4280
N+1 Brewin, Nominated Adviser and Broker
Aubrey Powell/ Robert Beenstock
Tel: +44 20 3201 3170
First Columbus LLP, Joint Broker to Fundraise
Chris Crawford
Tel: +44 20 3002 2070
This summary should be read in conjunction with, and is subject to, the full text of the attached announcement.
DISCLAIMER
N+1 Brewin is acting as nominated adviser and broker to the Company for the purpose of the AIM Rules. N+1 Brewin, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company in relation to the Placing and Subscription. N+1 Brewin 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 N+1 Brewin 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.
Amendments to and approval of waivers of certain articles of the Company's Certificate of Incorporation, Proposed Placing and Proposed Subscription of New Common Shares to raise gross proceeds of up to £2,605,073 and Notice of Special Meeting
Introduction
TyraTech, Inc., through its broker N+1 Brewin, has conditionally raised up to £2,605,073 before expenses by means of a Placing and Subscription. The funds raised will be used to provide additional development and working capital for the Company. The Placing and Subscription are subject, inter alia, to the approval of the Company's Stockholders at 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 Resolutions inter alia to amend Article IV of the Company's Certificate of Incorporation to increase its authorised share capital and disapply Article XI of the Company's Certificate of Incorporation so that the pre-emption rights on issue of new shares for cash set out in Article XI shall not apply to the issue of the New Common Shares pursuant to the Placing and Subscription.
If these Resolutions are not approved at the Special Meeting, the Company may proceed with the issue of such New Common Shares as the Directors are authorised to issue, pursuant to the Company's Constitution, without Stockholder approval. In the event that such Resolutions are not approved at the Special Meeting, the Fundraising will not proceed and the Company would not have sufficient working capital to fund its operations. Furthermore, in the absence of immediate additional funding, the Company could become insolvent imminently, leading to receivership and potentially the total loss of shareholder value.
Background and Reasons for the Placing and Subscription
On 11 January 2012, the Company announced that Terminix, its primary commercial partner in the North American insect control market, had recently informed the Company that it was in the process of re-calibrating its product strategy and had suspended distribution of the Company's SafeShield product to its customer base. The Company was informed that this was not a product performance-related decision, but that Terminix was, as a result of slower than expected product sales and distribution through established channels and markets, working down inventory levels of the Company's products prior to recommencing orders.
As a result of these unexpected developments, the Company announced on 11 January 2012 that it was estimating total revenue for the year ended 31 December 2011 to be approximately US$7.0 million and its year-end cash position to be US$0.8 million at that date. However, the Board continues to expect pre-tax losses to be approximately US$2.8 million, in line with market expectations. The Company explained that the events described above will also impact its 2012 revenue and operating results and that it was seeking greater clarity from Terminix as to the likely demand for future orders.
Subsequently the Company entered into positive discussions with Terminix regarding the current agreement and partnership between the two companies. As announced on 2 February 2012, both companies continue to recognise the strength of the relationship and are committed to working together for commercial success.
The Company's strategy remains to focus on expanding its product and market opportunities. The Board considers this a priority in order to mitigate the risk inherent in being reliant on a single market or customer. In 2012 the Company expects to expand its geographic markets with product registrations in Germany and France, enter new sectors in Human Health & Well-Being and in Animal Health & Well-Being, and is focusing its business efforts on commercialisation with particular emphasis on North America and Europe.
Product Development Pipeline
Implementation of the Company's diversification strategy has involved advancing product development programmes during 2011 in each of the Company's three key areas of focus - Insect Control, Human Health & Wellbeing and Animal Health as well as beginning to expand the geographic reach of its products.
Over the past thirteen months, the Company has continued to develop its pipeline of products across a range of commercial segments. The pipeline now includes eighteen products at various stages of development, with several entering the registration process in the short-term. Because of the rapid registration pathway for the Company's products, the Directors expect that several of these products are in a position to begin generating revenue within 2012, subject to the Company's ability to raise adequate funding to support its product development efforts. These additional products will allow the Company to diversify its product offering and customer base, reducing its dependence on Terminix. This strategy has resulted in the availability of new products for the human personal care and animal health markets in particular.
Insect Control
TyraTech has continued to expand its natural insect control products and markets. In 2011, the Company delivered four new products to its North American Insect Control partner, Terminix, resulting in US$1.4 million of milestone payments to the Company. Further, the recent registration of the Company's aerosol products in Germany and France and the hiring of its head of European operations are the first steps towards the launch of the insect control product line in the European marketplace. As part of its global market push, the Company will continue to register additional products in key countries within Europe. The Company's current portfolio includes ten products within the institutional and professional pest control segments which are in the commercialisation stage, and a number of products in the consumer pest control segment which are in the process of product registration. Each of these product lines features TyraTech Nature's Technology®, the Company's proprietary natural technology platform. The Company is currently in discussions with global market leaders in order to distribute these products in the European market.
In order to further expand its insect control offering, the Company has two early stage development programs. The first is a floor and surface repellent for retail and institutional markets. The second is through TyraChem, the Company's joint venture with McNeel International. This venture is focused on developing innovative insect control and repellency platforms that incorporate TyraTech's Nature's Technology® in plastics. These plastics would have applications in the agriculture, commercial, institutional and consumer retail markets.
Human Health & Wellbeing
The Company has been focusing on three areas:
·; Human Functional Food to control the level of harmful intestinal parasites: The Company has a strategic partnership in the human health market for the development of functional food with Kraft Foods. Results of the technology have been promising and we are identifying ways in which to accelerate the monetisation of the value of this project.
·; Head & Body Lice control: The Directors believe that the engagement of Destum Partners, as announced on 25 October 2011, to assist the Company in seeking partners for its head lice product is an excellent example of the Company's commitment to bring a wide range of novel products to the marketplace. The Directors continue to be excited about the most recent results of its in-vitro lab tests of its product on synthetic-resistant head lice. These tests indicate that the Company's natural product, TyraTech Nature's Technology®, has superior efficacy as compared to leading synthetic products currently in the marketplace.
·; Personal Repellents: The Company is developing a range of personal repellents featuring TyraTech Nature's Technology® to meet the unmet global need for safe and highly effective alternatives to the synthetic products currently on the market.
Animal Health
The Company is developing several products for both the companion and production animal markets, a number of which are in the process of product registration. Discussions have begun with several global market leaders for each of these segments in the market.
In Animal Health the Company has been focusing on:
·; Companion Animal - TyraTech's companion animal product pipeline includes products to kill and repel flea and tick infestations in dogs and cats. The Company has also developed and is in the final steps of registration of a highly effective and uniquely safe product to control and repel horse flies. In addition to this, the Company is developing functional foods to control intestinal parasites in dogs and cats.
·; Production Animals - The Company's pipeline also includes products to treat production animal premises (e.g. chicken houses for Darkling Beetle) and also the birds themselves for mites and lice. Additionally, the Company is developing a product for the control of internal parasites in pigs and has started studies in anthelmentic resistant intestinal parasites in horses.
Current Trading and Outlook
Over the last few months, the Board has been actively seeking additional funding from potential equity investors, including several of the Company's larger shareholders. As stated above, the Board has secured the financial support of new investors and existing shareholders against the background of an immediate and urgent funding requirement, to allow the continuing development and commercialisation of the Company's product offering in multiple markets.
The Directors of the Company remain positive about the Company's medium and long-term prospects due to the potential of the Company's technology, as evidenced by the breadth and depth of its product development pipeline and the continued interest in its products from high calibre partners.
Use of Proceeds
It is the intention of the Directors that the funds (net of costs) being raised from the Placing and Subscription will be used for business development and working capital purposes, including:
·; The funding of inventory production to support the sale of products into the institutional and retail marketplaces
·; Further advancing the Company's development pipeline, in order to bring additional products to the market place
·; General corporate purposes
Financial Information
Copies of the Company's interim results for the six month period ended 30 June 2011 and recent trading 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 Fundraising
Placing and Subscription
The Company is seeking to raise funds for the purposes referred to above. The Company has conditionally raised up to £2,605,073, before expenses, by the issue of up to 52,101,460 New Common Shares.
The Placing Shares have been conditionally placed with institutional and other investors, pursuant to the Placing, at the Issue Price. The Company has entered into a Placing Agreement with N+1 Brewin, as agent for the Company, under which N+1 Brewin have agreed conditionally to use their reasonable endeavours to procure placees for the New Common Shares pursuant to the terms of the Placing Agreement.
In addition to the Placing, the Subscribers (including each of the Directors) have agreed to subscribe for the Subscription Shares pursuant to the Subscription at the Issue Price per Subscription Share. The offer and sale of the Subscription Shares will be made in a private placement exempt from the registration requirements of the Securities Act.
The Company will confirm by way of a regulatory announcement the total number of New Common Shares to be issued in connection with the Fundraising.
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.
First Columbus LLP acted as a sub-agent of N+1 Brewin for the purposes of the Fundraising.
General Meeting
The Placing and Subscription are conditional, inter alia, upon:
(a) Stockholder approval of Resolutions 1 and 2 at the Special Meeting. The New Common Shares will represent approximately 50.1 per cent. of the Company's Enlarged Share Capital. However, if the Resolutions are not approved at the Special Meeting, the Company may proceed with the issue of such New Common Shares as the Directors are authorised to issue, pursuant to the Company's Constitution, without Stockholder approval;
(b) The principle conditions of the placing agreement having been met, including but not limited to:
i. N+1 Brewin's obligations under the Placing Agreement not having been terminated;
ii. the Company delivering a duly signed certificate confirming certain matters to N+1 Brewin with effect on the day of (and prior to) Admission;
iii. the Subscription becoming unconditional (save in respect to any conditions relating to the Placing Agreement);
iv. the publication of an announcement through a Regulatory Information Service by no later than 8.00 a.m. on the date of the Placing Agreement or such other time and/or date as may be agreed between the Company and N+1 Brewin; and
v. Company allotting, subject only to Admission becoming effective, the Placing Shares to the Placees.
(c) Admission becoming effective on or before 29 February 2012, or such later date as may be agreed between the Company and N+1 Brewin, which date shall not be later than 12 March 2012 in any event.
All Placing monies received by N+1 Brewin under the terms of the Placing and all Subscription monies received by Reed Smith LLP under the terms of the Subscription will not become the property of the Company until Admission, at which point they will be transferred into a bank account of the Company. Certain 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.
For the purposes of determining the Issue Price any Placing and Subscription monies paid in US dollars will be converted into pounds sterling at an exchange rate of 0.631 as published in the London edition of the Financial Times on 10 February 2012.
US Securities Law Restrictions
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 "U.S. 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 would be "restricted securities" as defined in Rule 144 under the Securities Act and could 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. If issued, the Company would seek to list the New Common Shares on AIM for trading in the Company's restricted line of stock under the symbol TYR.
Any New Common Shares issued would 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 29 February 2012.
The New Common Shares will be traded on AIM in the Company's restricted line of stock under the symbol TYR.
No temporary documents of title will be issued. Pending the dispatch of definitive share certificate, instruments of transfer will be certified against the register of members of the Company.
Related Party Transactions
Sustainable Asset Management has agreed to subscribe for 8,600,000 New Common Shares pursuant to the Placing and the Subscription. Sustainable Asset Management is a related party under the AIM Rules by virtue of its existing shareholding in the Company. The Directors, having consulted with N+1 Brewin as its nominated adviser, consider that the terms of Sustainable Asset Management's participations in the Placing and Subscription are fair and reasonable insofar as the stockholders of the Company are concerned.
Director Shareholdings
Should Resolutions 1 and 2 be approved at the Special Meeting:
Alan Reade, who has agreed to subscribe for 1,993,960 New Common Shares pursuant to the Subscription, will be interested in 6,192,348 Common Shares in the Company representing an interest of up to 5.96 per cent. of the total voting rights of the Company. In addition, Alan Reade is interested in 1,545,125 options over Common Shares in the Company as follows:
Options Held Option Exercise Price Expiry Date
550,000 £0.105 4 February 2020
995,125 £0.25 10 October 2020
James Hills, who has agreed to subscribe for 315,500 New Common Shares pursuant to the Subscription, will be interested in 365,500 Common Shares in the Company representing an interest of up to 0.35 per cent. of the total voting rights of the Company. In addition, James Hills is interested in 200,000 options over Common Shares in the Company as follows:
Options Held Option Exercise Price Expiry Date
200,000 £0.25 10 October 2020
Barry Riley, who has agreed to subscribe for 1,000,000 New Common Shares pursuant to the Subscription, will be interested in 2,255,556 Common Shares in the Company representing an interest of up to 2.17 per cent. of the total voting rights of the Company. In addition, Barry Riley is interested in 200,000 options over Common Shares in the Company as follows:
Options Held Option Exercise Price Expiry Date
200,000 £0.25 10 October 2020
Stockholder Approval and Notice of Special Meeting
A notice convening a Special Meeting to be held on 27 February 2012 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 has been sent to Stockholders today. The Placing and Subscription are subject, inter alia, to the passing of Resolutions 1 and 2 at the Special Meeting.
Resolution 1 is to approve the amendment of 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 100,000,000 to 200,000,000. 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 1.
Resolution 2 is to approve the disapplication of the pre-emption rights contained in Article XI of the Company's Certificate of Incorporation, so that they shall not apply to the issue of the New Common Shares issued pursuant to the Placing and Subscription. Approval of 75% of those Stockholders voting in person or by proxy at the Special Meeting is required to pass Resolution 2.
Resolution 3 is to approve the disapplication of the pre-emption rights contained in Article XI of the Company's Certificate of Incorporation, so that they shall not apply to the issue of additional Common Shares representing 10% of the Enlarged Share Capital to be issued between the date of the Special Meeting and 31 December 2012. Approval of 75% of those Stockholders voting in person or by proxy at the Special Meeting is required to pass Resolution 3.
Assuming that Resolution 1 is passed, the maximum number of Common Shares which could be allotted in addition to those already issued would be 148,143,782. The maximum additional number of shares which could be allotted pursuant to the Fundraising would be 52,101,460.
Assuming that both Resolutions 2 and 3 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, would be (i) 52,101,460 New Common Shares pursuant to the Placing and Subscription; (ii) an additional 10,395,768 further Common Shares to be issued prior to 31 December 2012 (assuming that the full 52,101,460 New Common Shares are issued pursuant to the Placing and Subscription); and (iii) such number of shares as may be issued pursuant to the other exemptions from the application of pre-emption rights in the Company's Constitution, including the Company's ability to issue such additional number of Common Shares as represents less than 10% of the issued and outstanding share capital of the Company during any twelve month period.
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, require 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 10.61 per cent. of the issued and outstanding Common Shares, intend to vote in favour of the Resolutions at the Special Meeting.
Recommendation
The Directors consider the terms of the Placing and Subscription to be in the best interests of the Company and recommend that you vote in favour 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 10.61 percent. of the existing issued Common Shares of the Company.
PLACING AND SUBSCRIPTION STATISTICS
Issue Price | 5p |
Number of Common Shares in issue at the date of this document | 51,856,218 |
Number of Placing Shares | 46,930,000 |
Number of Subscription Shares | Up to 5,171,460 |
Enlarged Issued Share Capital | Up to 103,957,678 |
Number of restricted Common Shares trading under TIDM 'TYR' following the issue of the Placing and Subscription shares | Up to 92,165,356 |
Number of unrestricted Common Shares trading under TIDM 'TYRU' following the issue of the Placing and Subscription shares | 11,792,322 |
Gross proceeds of the Placing and Subscription | Up to £2,605,073 |
Estimated Net Proceeds of the Placing and Subscription | Up to £2,388,609 |
For the purposes of determining any Placing and Subscription monies paid in US dollars, such amounts will be converted into pounds sterling at an exchange rate of 0.631 as published in the London edition of the Financial Times on 10 February 2012.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date of this document and posting of Form of Proxy and Form of Instruction | 14 February 2012 |
Latest time and date for receipt of completed Form of Instruction in respect of the Special Meeting | 3 p.m. (GMT) on 23 February 2012 |
Latest time and date for receipt of completed Form of Proxy in respect of the Special Meeting | 3 p.m. (GMT) on 25 February 2012 |
Special Meeting | 10 a.m. (EST) on 27 February 2012 |
Admission and commencement of dealings on AIM of the New Common Shares | 29 February 2012 |
Despatch of definitive share certificates for the New Common Shares | by 14 March 2012 |
Each of the times and dates in the above timetable is subject to change. References to time in this document are to London time unless otherwise stated.
DEFINITIONS
"Admission" | the admission of the Placing Shares and the Subscription Shares to trading on AIM becoming effective pursuant to paragraph 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 this document |
"Board" or "Directors" | the directors of the Company as at the date of this document |
"Certificate of Incorporation" | the Amended and Restated Certificate of Incorporation of the Company, dated May 23, 2007, as amended on 18 August 2008 and 8 May 2010 |
"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 |
"DI" or "Depository Interest" | a dematerialised depository interest which represents an entitlement to Common Shares |
"Enlarged Issued Share Capital" | the issued ordinary share capital of the Company as enlarged following the Placing and Subscription |
"EST" | Eastern Standard Time |
"EU" | the European Union |
"Euroclear" | Euroclear UK & Ireland Limited (formerly named CRESTCo Limited), the operator of CREST |
"Fundraising" | the Placing and the Subscription |
"First Columbus" | First Columbus LLP, a limited liability partnership registered in England and Wales with number OC321326, acting as joint-broker to the fundraising in the capacity of a sub-agent to N+1 Brewin |
"FSA" | Financial Services Authority |
"FSMA" | Financial Services and Markets Act 2000, as amended |
"Form of Instruction" | the form of instruction enclosed with this document for use by holders of Depository Interests in connection with the Special Meeting |
"Form of Proxy" | the form of proxy enclosed with this document for use by holders of Common Shares in connection with the Special Meeting |
"Issue Price" | 5 pence per New Common Share |
"London Stock Exchange" | the London Stock Exchange plc |
"Money Laundering Regulations" | Money Laundering Regulations 2007 (SI 2007/2157) |
"N+1 Brewin" | Nplus1 Brewin LLP, a limited liability partnership registered in England and Wales with number OC364131 and trading as N+1 Brewin, the Company's Nominated Adviser and Broker for the purposes of the AIM Rules |
"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 this document |
"Placees" | the persons who agree to purchase the Placing Shares pursuant to the Placing |
"Placing" | the conditional placing by N+1 Brewin of the Placing Shares on behalf of the Company on the terms and subject to the conditions contained in the Placing Agreement |
"Placing Shares" | the New Common Shares to be issued to the Placees pursuant to the Placing |
"Placing Agreement" | the placing agreement to be entered into on or around the date of this Circular between the Company and N+1 Brewin relating to the Placing |
"Pound Sterling" or "£" | the lawful currency of the United Kingdom |
"Regulatory Information Service" | A service approved by the London Stock Exchange for the distribution to the public of the AIM announcements and included within the list maintained on the London Stock Exchange's website, www.londonstockexchange.com |
"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 |
"Special Meeting" | the special meeting to be held at the offices of TyraTech, 5151 McCrimmon Parkway, Suite 275, Morrisville, NC 27560, USA at (EST) on 27 February 2012 at 10.00 a.m. (EST) of which notice is set out in the Notice of Meeting |
"Stockholders" | holders of Common Shares |
"Subscribers" | Alan Reade, James Hills and Barrington Marshall Riley, being directors of the company, certain affiliated persons of Sustainable Asset Management and Patrick Regan who agree to subscribe 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 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 |
"Sustainable Asset Management" | Funds managed by subsidiaries or affiliates of SAM Group Holdings AG and any persons affiliated with such company |
"Terminix" | Terminix International Company L.P. whose business address is 860 Ridge Lake Boulevard, Memphis, Tennessee, USA |
"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 or CREST |
"United Kingdom" and "UK" | the United Kingdom of Great Britain and Northern Ireland |
"US", "USA" and "United States" | the United States of America, each state thereof, its territories and possessions, and all areas subject to its jurisdiction |
"$", "US$", "US dollar" or "dollar" | the lawful currency of the United States |
"US Person" | a citizen or permanent resident of the United States, as defined in Regulation S |
Related Shares:
Tyratech