TyraTech currently has 51,856,218 shares in issue.
Shareholders holding more than 3% of the share capital of TyraTech Inc were:
| Sustainable Asset Man | 6,667,744 | 12.86% |
| Vanderbilt University | 5,086,799 | 9.81% |
| Standard Life Inv Ltd | 4,905,581 | 9.46% |
| Fiske nominees | 4,453,889 | 8.59% |
| Alan Reade | 4,198,388 | 8.10% |
| Ora Capital | 3,810,178 | 7.35% |
| Legal & General | 1,961,872 | 3.78% |
In the terms of AIM Rules published February 2010 and insofar as it is aware 59.95% of the Company's AIM securities were not in public hands.
| Alan Reade | 4,198,388 | 8.10% |
| Barrington Marshall Riley | 1,255,556 | 2.42% |
| James Hills | 50,000 | 0.09% |
As the Company is incorporated in the USA, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company
The following is an extract from the Admission Document where full details of the placing can be found.
The Common Shares have not been registered under the Securities Act or under any applicable US state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, US persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any applicable US state securities laws. The Common Shares are being offered and sold only to Qualified Institutional Buyers, or QIBs, within the meaning of Rule 144A under the Securities Act and in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. As used herein, the terms ''United States'' and ''US person'' have the meanings given to them in Regulation S.
Each purchaser of Common Shares, by its acceptance thereof, will be deemed to have acknowledged, represented to and agreed with the Company and with the Joint Lead Managers that it (1) is not an affiliate (as defined in Rule 144(a)(1) under the Securities Act) of the Company, (2) not acting on the Company's behalf and (3) either (i) is not a US person and is acquiring such Common Shares for its own account or for the account of a non-US in an offshore transaction (as defined in Regulation S) pursuant to an exemption from registration provided by Regulation S or (ii) is a QIB, is acquiring such Common Shares for its own account or for the account of one or more other QIBs and is aware (and each beneficial owner of such Common Shares has been advised) that the sale of such Common Shares to it is being made in reliance on Rule 144A.
No market exists for the trading of the Common Shares in the United States and none is expected to develop. The Common Shares purchased by US persons 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 US state securities laws or pursuant to exemptions from the Securities Act and such laws. The Company does not intend to register the Common Shares under the Securities Act or any US state securities laws.
Each investor will be deemed to have represented and agreed as follows:
(i) It understands that the Common Shares purchased by it are being offered to it and may be transferred only in transactions not involving any public offering in the United States within the meaning of the Securities Act. It understands that the Common Shares have not been and will not be registered under the Securities Act or any US state securities laws. It agrees, for the benefit of the Company, any distributors or dealers and any such persons' affiliates, that, if in the future it decides to offer, resell, pledge or otherwise transfer such Common Shares purchased by it, any such offer, resale, pledge or transfer will be made in compliance with the registration requirements of the Securities Act and any other applicable securities laws, pursuant to an exemption therefrom or in any transaction not subject thereto and in each case in compliance with the conditions for transfer set forth in paragraph (iv) below.
(ii) It acknowledges that until 40 days after the commencement of the offering, any offer or sale of the Common Shares within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A under the Securities Act.
(iii) Each distributor selling Common Shares to a distributor, a dealer (as defined in section 2(a)(12) of the Securities Act), or a person receiving a selling concession, fee or other remuneration, prior to the expiration of the one-year distribution compliance period, will send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor.
(iv) It understands that in the event that any certificate is issued in respect of a Common Share, unless the Company determines otherwise in compliance with applicable law, such certificate may bear a legend to the following effect:
THIS COMMON SHARE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ''SECURITIES ACT''), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THIS COMMON SHARE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND THIS COMMON SHARE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION. UNLESS THE TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THIS COMMON SHARE IS HEREBY NOTIFIED THAT THE SELLER OF THIS COMMON SHARE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT. THE HOLDER OF THIS COMMON SHARE AGREES FOR THE BENEFIT OF THE COMPANY, ANY DISTRIBUTORS OR DEALERS AND ANY SUCH PERSONS' AFFILIATES THAT (A) THIS COMMON SHARE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) FOR SO LONG AS THE COMMON SHARES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (III) UPON SATISFACTION TO THE COMPANY, IN ITS SOLE DISCRETION, EVIDENCED IN A WRITTEN REPRESENTATION LETTER FROM THE HOLDER OF THIS COMMON SHARE, IN A TRANSACTION TWO YEARS FOLLOWING THE LATER OF THE ORIGINAL ISSUE DATE OF THIS COMMON SHARE (OR OF ANY PREDECESSOR OF THIS COMMON SHARE) AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS COMMON SHARE AND OTHERWISE IN COMPLIANCE WITH RULE 144 OF THE SECURITIES ACT, (IV) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION (IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY) FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT) UNDER THE SECURITIES ACT OR (VI) TO THE COMPANY, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES, OF ANY STATE OF THE UNITED STATES AND OF ANY OTHER JURISDICTIONS AND (B) THE PURCHASER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS COMMON SHARE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.
IN ADDITION, AS PROVIDED IN MORE DETAIL IN ARTICLE XIV OF THE CERTIFICATE OF INCORPORATION OF THE COMPANY, TRANSFER OF THIS COMMON SHARE MAY BE RESTRICTED UNDER CERTAIN CIRCUMSTANCES FOR FAILURE OF THE HOLDER OF THE COMMON SHARE TO PROVIDE A WRITTEN RESPONSE TO THE COMPANY FOLLOWING A REQUEST BY THE COMPANY TO PROVIDE INFORMATION REGARDING THE HOLDER'S BENEFICIAL OWNERSHIP OF, OR OTHER INTEREST IN, ANY SHARES OF THE CAPITAL STOCK OF THE COMPANY.
THE HOLDER AGREES THAT IF THE HOLDER OFFERS OR SELLS THE COMMON SHARES PRIOR TO THE EXPIRATION OF 365 DAYS AFTER THE CLOSING DATE OF THE OFFERING OF THE COMMON SHARES, THE HOLDER WILL NOT MAKE SUCH AN OFFER OR SALE TO A US PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OR FOR THE ACCOUNT OR BENEFIT OF ANY SUCH US PERSON (OTHER THAN A DISTRIBUTOR). HOLDER ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT TO MAKE INQUIRIES OF ANY HOLDER OF THIS COMMON SHARE AT ANY TIME AS TO SUCH PERSON'S STATUS UNDER THE SECURITIES LAWS, AND TO REQUIRE ANY SUCH PERSON THAT HAS NOT SATISFIED THE COMPANY THAT SUCH PERSON IS HOLDING APPROPRIATELY UNDER THE SECURITIES LAWS TO TRANSFER SUCH COMMON SHARES OR INTERESTS IMMEDIATELY TO THE COMPANY. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE COMMON SHARES MAY NOT BE CONDUCTED OTHER THAN IN COMPLIANCE WITH RULE 903 UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE PROVISIONS OF THE SECURITIES ACT.
(v) It acknowledges that the Company reserves the right to make inquiries of any holder of Common Shares at any time as to such person's status under the securities laws and to require any such person that has not satisfied the Company that such person is holding appropriately under the US securities laws to transfer such Common Shares immediately to the Company.
(vi) It agrees that it will inform each subsequent purchaser of Common Shares from it of these transfer restrictions.
(vii) It acknowledges that the Company, the Registrar, any distributors or dealers or their affiliates, and others will rely upon the truth and accuracy of the foregoing representations, acknowledgments and agreements. If it is acquiring the Common Shares for the account of a QIB, it represents that it has sole investment discretion with respect to such account and that it has full power to make the foregoing representations, acknowledgements and agreements on behalf of such account.
| 07 October 2011 | Shareholder Mailing Packet |
| 30 June 2011: | Notice of AGM held on 27 July 2011 |
| 19 July 2010: | Shareholder Letter |
| Letter of Transmittal | |
This web site contains investor-related information which is restricted to non-U.S. persons or Qualified Institutional Buyers as defined in Rule 144A of the U.S. Securities Act of 1933, as amended (the "Securities Act"). The information provided herein is not an offer to buy or sell, or a solicitation of an offer to buy or sell, any TyraTech, Inc. securities. By viewing pages on this web site, you agree and acknowledge that TyraTech, Inc.'s common stock has not been registered under the Securities Act and that you are a non-U.S. person, Qualified Institutional Buyer as defined in Rule 144A of the Securities Act., or you are not holding, acquiring or selling TyraTech, Inc. common stock for the account or benefit of any U.S. person.