News

Migration of Shares
7 March 2014

TyraTech, Inc. (AIM: TYR and TYRU), a natural life sciences company, announces that, following its announcement of 24 February 2014, letters have now been posted to those shareholders which it believes are eligible to participate in its sponsored migration programme (the "Programme"). Under the Programme those of the Company's common shares of US$0.001 ("Common Shares"), which trade on the Company's restricted trading line under TIDM 'TYR' with ISIN number USU890581080 and which are eligible to be traded on an unrestricted basis will, if the holder so elects, be eligible to be migrated to the Company's unrestricted trading line under TIDM 'TYRU' with ISIN number US90239R2031 without the payment of any transfer costs.

Removal of the trading restrictions allows the shares to be:

• transferred to its unrestricted trading line (TIDM: TYRU); and
• settled (at the election of the shareholder), by means of Depositary Interests, through the CREST electronic settlement system ("CREST").

TyraTech currently has a total of 206,168,068 Common Shares in issue, of which 1,084,413 are held in Treasury. 154,744,339 Common Shares trade under TIDM 'TYR' in a restricted manner as permitted by Regulation S promulgated under the U.S. Securities Act of 1933 (as amended). The Company's remaining 51,423,729 Common Shares in issue are unrestricted and trade under TIDM 'TYRU'. TyraTech believe that approximately 85.8 million of its Common Shares are currently eligible to migrate to its unrestricted line of shares.

Eligibility

In general, under U.S. securities law, Common Shares that have been in issue for more than one year and are not held by an 'affiliate' of the Company (an "Affiliate") qualify for characterisation as unrestricted Common Shares ("Unrestricted Common Shares"). An Affiliate for this purpose is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company or a director or officer of the Company.  In certain circumstances a substantial shareholder of the Company, taking into account shares held and any options, warrants or other securities convertible or exercisable within 60 days, will be considered an Affiliate.

The date that your shares were originally issued (rather than the date your certificate representing those shares was issued) generally is the date from which the holding periods are calculated, except to the extent that such shares originally were issued to an Affiliate or granted pursuant to an option plan. If you purchased your shares in the open market rather than from the Company or an Affiliate of the Company or from someone acting on behalf of the Company or an Affiliate of the Company, you get credit for any immediately prior periods during which the shares were held continually by non-Affiliates.

All Unrestricted Common Shares currently held on the restricted trading line TYR are eligible for migration to, and trading on, the Company's unrestricted TYRU line. All Common Shares not meeting the definition of Unrestricted Common Shares will continue to trade in a restricted manner under the Company's TYR line. There is no difference in entitlement between the Common Shares trading in the restricted line and those trading in the unrestricted line, but the TYRU line will serve to evidence the absence of restrictions on trading otherwise imposed by the U.S. Securities Act of 1933 (as amended) and will enable electronic settlement if a holder so desires.

Common Shares which were issued in the February 2014 fundraise, will not have been in issue for more than one year at the time of the fundraise and accordingly will not be eligible to be migrated to the unrestricted line of trading. The certificate number of such shares bears the prefix 'CM5'.

How to participate in the sponsored migration programme

The Company has sent letters with instructions to shareholders whose Common Shares it believes should be eligible for migration ("Eligible Shares") to the Company's unrestricted TYRU line. Please note that these letters will only be sent to the legal shareholder named on the share register. Accordingly, beneficial shareholders whose shares are held through a nominee should contact their nominee directly if they wish to migrate their shares in the sponsored migration programme.

To participate, holders of Eligible Shares must deliver their current restricted share certificates to the Company's transfer agent (Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey, JE1 1ES) together with the Letter of Transmittal which has also been sent to holders of Eligible Shares, by 4 April 2014. Holders of Eligible Shares will have the option to either receive an unrestricted certificate in return or have their Eligible Shares entered into the Company's depositary interest facility that permits trading on the unrestricted TYRU line to be settled electronically through CREST.  Please note that, following the 4 April 2014 deadline for receipt of completed Letters of Transmittal, the Company and its advisers will make the necessary arrangements for those eligible shares to be migrated. Accordingly, it is expected that the migration will occur on or around 25 April 2014.

Shareholders in the Company who already hold unrestricted paper certificates can apply to have their certificates entered into CREST by completing a dematerialisation form and sending it to Computershare.

Copies of the letter to shareholders and the Letter of Transmittal (for eligible shareholders with restricted shares) and a link to the dematerialisation forms (for shareholders with unrestricted paper shares who wish to transfer to CREST) will be made available on the Company's website, www.tyratech.com.

 

For further information please contact:

TyraTech Inc. Alan Reade, Non-Executive Chairman Bruno Jactel, Chief Executive Officer	Tel: +44 7841978709 Tel: +1 919 415 4340
SPARK Advisory Partners Limited, Nominated Adviser Matt Davis / Mark Brady	Tel: +44203 368 3551
Allenby Capital Limited , Joint Broker Chris Crawford	Tel: +44 20 3328 5656
Whitman Howard Limited, Joint Broker Ranald Mc-Gregor Smith / Niall Devins	Tel: +44 20 7087 4555
Walbrook, Financial PR and IR Bob Huxford /Guy McDougall (Public Relations) Paul Cornelius (Investor Relations)	Tel: +44 20 7933 8792 Tel: +44 20 7933 8794

 

 

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