TIDMTYR TIDMTYRU
RNS Number : 0495Z
TyraTech, Inc.
31 January 2014
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR FROM THE UNITED STATES OF AMERICA, 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 31 January 2014
TYRATECH, INC.
("TyraTech" or the "Company")
Proposed Placing and Subscription of
Common Shares to raise gross proceeds of GBP1.87 million
TyraTech, Inc. (AIM: TYR and TYRU), a natural life sciences
company, announces that it has conditionally raised GBP1.87 million
before expenses by means of a placing and subscription of new
shares in the capital of the Company of US$0.001 each (the "New
Common Shares") at 5 pence per New Common Share (the "Issue Price")
(together the "Placing and Subscription" or the "Fundraise"). The
funds raised will be used primarily to assist the successful launch
of the Vamousse(TM) head lice product range in Walmart and other
major US retailers.
Highlights
-- Placing and Subscription of New Common Shares at an Issue
Price of 5 pence per share to raise GBP1.87 million before
expenses.
-- Net proceeds of the Fundraise will be used to:
- GBP1.0 million to support the launch of the Vamousse(TM)
product range through a focused marketing campaign and to build the
appropriate inventory;
- GBP0.5 million for additional working capital; and
- GBP0.2 million to fund the registration of new products.
-- Certain Directors of the Company have conditionally agreed to
subscribe for 3,576,763 New Common Shares, in aggregate, at the
Issue Price.
-- The New Common Shares will represent 18.1% of the Enlarged
Issued Share Capital following completion of the Fundraise.
-- Warrants to subscribe for common shares in the capital of the
Company have been granted to the Company's advisers, SPARK Advisory
Partners Limited, Allenby Capital Limited and Whitman Howard
Limited in partial satisfaction of fees and/or commission payable
to them in connection with the Fundraise.
Special Meeting of Stockholders
The Placing and Subscription are subject, inter alia, to the
approval of the Company's Stockholders at the Special Meeting.
A circular, providing Stockholders with information about the
background to and the reasons for the Fundraise, outlining 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 18 February 2014, at which, inter alia, the
resolutions upon which the Placing and Subscription are
conditional, will be sent to Stockholders eligible to vote at the
meeting in due course.
A copy of the Circular will also shortly be made available on
the Company's website, www.tyratech.com. Stockholders' attention is
drawn to Part III of the Circular headed "Risk factors" which sets
out the risk factors relating to the Company and the Fundraise.
At the Special Meeting, Stockholders will be asked to approve
inter alia; (1) the disapplication of pre-emption rights contained
in the Company's Certificate of Incorporation from the issue of the
New Common Shares; and (2) the disapplication of pre-emption rights
contained in the Company's Certificate of Incorporation from the
issue of common shares of US$0.001 each ("Common Shares") in
connection with the exercise of warrants granted to Spark, Allenby
Capital and Whitman Howard.
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 finance
the launch of the Vamousse(TM) head lice product range and other
activities described in the 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 Spark, Allenby Capital and Whitman Howard 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.
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.
Extracts from the Circular are set out below.
Bruno Jactel, Chief Executive Officer of the Company, commented:
"This funding reflects the confidence in the prospects of our
business by our current and new shareholders. It will help the
Company launch its new products in 2014 and further expand its
technology and establish its brands through numerous applications
and multiple retail and distribution channels."
The Company currently has 168,776,305 common shares of US$0.001
each in issue. The number of restricted common shares currently
trading under TIDM 'TYR' is 117,352,576 and the number of
unrestricted common shares currently trading under TIDM 'TYRU' is
51,423,729.
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 Chairman Tel: +44 7841978709
Bruno Jactel, Chief Executive Officer 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) Tel: +44 20 7933 8792
Paul Cornelius (Investor Relations) Tel: +44 20 7933 8794
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 and broker 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
Common Shares to raise gross proceeds of GBP1.87 million
Introduction
The Board of Directors of TyraTech, Inc. announced today that it
has conditionally raised GBP1.87 million before expenses by means
of a Placing, through its joint brokers Allenby Capital and Whitman
Howard and a Subscription (together, the 'Fundraise'). The funds
raised will be used primarily to assist the successful launch of
the Vamousse(TM) head lice product range in Walmart and other major
US retailers.
In total, the New Common Shares being issued represent 18.1% of
the Enlarged Issued Share Capital. Further information is set out
below and in the Circular.
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.
The purpose of the Circular is to explain the reasons for, and
provide details of, the Fundraise and to explain why your Board
considers that it is in the best interests of the Company and its
Stockholders as a whole and to recommend that you vote in favour of
the Resolutions.
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 attached
to the Circular.
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% of those Stockholders
voting in person or by proxy at the Special Meeting is required to
pass Resolution 1.
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 100,000 shares of common
stock of the Company in connection with the exercise of warrants
granted to Spark on 31 January 2014 (or any amendment or
restatement of such warrants); (ii) the issue of up to 900,700
shares of common stock of the Company in connection with the
exercise of warrants granted to Allenby Capital on 31 January 2014
(or any amendment or restatement of such warrants); and (iii) the
issue of up to 152,000 shares of common stock of the Company in
connection with the exercise of warrants granted to Whitman Howard
on 31 January 2014 (or any amendment or restatement of such
warrants). The warrants were issued to Spark, Allenby Capital and
Whitman Howard, respectively, in partial satisfaction of fees
and/or commission payable in connection with the Fundraise.
Approval of 75% of those Stockholders voting in person or by proxy
at the Special Meeting is required to pass Resolution 2.
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 finance the launch of the Vamousse(TM)
head lice product range and other activities described in the
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 Spark, Allenby Capital and Whitman Howard 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.
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.
Background to and Reasons for the Fundraise
On 14 January 2014 the Company announced that its head lice
treatment product, Vamousse(TM), will come to Walmart stores in the
USA from the end of March 2014. An extract of the text of that
announcement is reproduced below:
"Vamousse(TM) head lice treatment coming to Walmart stores in
the USA
TyraTech, Inc. (AIM: TYR and TYRU) a life sciences company
focusing on nature-derived insect and parasite control products, is
pleased to announce its head lice treatment product, Vamousse(TM),
will come to Walmart stores in the USA from the end of March
2014.
The USA market for head lice control products is estimated by
TyraTech as being worth approximately $150 million per annum. Given
the superior efficacy and safety of Vamousse(TM), TyraTech believes
it is in a position to achieve strong penetration of this market
for its breakthrough head lice product, reinforcing their
confidence in meeting market expectations for 2014 revenues."
On 20 January 2014 TyraTech announced that it had been
successful in achieving a listing in the USA for its Vamousse(TM)
head lice preventative shampoo with the FDA. An extract of the text
of that announcement is reproduced below:
"Vamousse(TM) head lice preventative shampoo coming to market in
the USA
TyraTech, Inc. (AIM: TYR and TYRU) a life sciences company
focusing on nature-derived insect and parasite control products, is
pleased to announce its pioneering, over-the-counter head lice
preventative shampoo product, Vamousse(TM), is now listed with the
USA Food and Drug Administration ("FDA") and will be available for
sale in the USA from the end of Q1 2014. The Vamousse Preventative
Shampoo is a new product in the Vamousse range of head lice
products and complements the Vamousse Treatment.
The Vamousse(TM) preventative shampoo product is targeting a new
market, the prevention rather than the treatment of head lice
infestation. The product provides a unique solution to help prevent
head lice infestation. The shampoo can be used on a regular basis
to prevent head lice infestation in children in at-risk situations
(sleep-overs, camps, sports, events with friends, etc.) as well as
to protect the whole family when an infestation occurs in one of
its members. TyraTech believes that this product has the potential
to give it access to a new market segment for prevention and for
routine use of the product whereas existing head lice treatments
are only used on an emergency basis and only for individuals that
are already infested.
In addition, the new Vamousse(TM) preventative shampoo product
will enable TyraTech to further expand its market penetration by
offering a larger range of products for both head lice treatment
and prevention. TyraTech believes that the Vamousse Preventative
Shampoo will be distributed initially on-line and in
brick-and-mortar distributors in the USA."
The Directors believe that these announcements highlight two key
developments in TyraTech's strategy in commercialising its valuable
technology.
Use of Proceeds
Pursuant to the Fundraise the Company is proposing to raise
GBP1.7 million net of expenses. It is the intention of the
Directors that the net proceeds raised from the Fundraise will be
used as follows:
-- GBP1.0 million to support the launch of the Vamousse(TM)
product range through a focused marketing campaign and to build the
appropriate inventory;
-- GBP0.5 million for additional working capital; and
-- GBP0.2 million to fund the registration of new products.
Total net proceeds: GBP1.7 m
Expenses of the Fundraise are estimated to be GBP0.17
million.
Financial Information
Copies of the Company's interim results for the six month period
ended 30 June 2013 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 GBP1.87 million, before
expenses, by the issue of 37,391,763 New Common Shares.
The Placing Shares have been conditionally placed at the Issue
Price with institutional investors, pursuant to the Placing. The
Company has entered into the Placing Agreement with Allenby Capital
and Whitman Howard, as agents for the Company, under which Allenby
Capital and Whitman Howard have both agreed conditionally to use
their 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
30,115,000, representing 80.5% of the Fundraise and 14.6% of the
Enlarged Issued Share Capital.
In addition to the Placing, the Subscribers (including Alan
Reade, Bruno Jactel, Barry Riley and James Hills, each being a
director of the Company) have conditionally agreed to subscribe for
the Subscription Shares pursuant to the Subscription at the Issue
Price per Subscription Share. The total number of New Common Shares
being subscribed for by the Subscribers is 7,276,763, representing
19.5% of the Fundraise and 3.5% 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:
-- Admission occurring not later than 8.00 a.m. on 21 February
2014 or such other date as may be agreed between the Company,
Allenby Capital and Whitman Howard not being later than 31 March
2014;
-- the Subscription becoming unconditional (save in respect of
any conditions relating to the Placing Agreement);
-- Allenby Capital and Whitman Howard's obligations under the
Placing Agreement not having been terminated in accordance with the
terms of the Placing Agreement;
-- the warranties given by the Company under the Placing
Agreement remaining true and accurate in all respects on
Admission;
-- the passing of Resolution 1 (without amendment) on or before
28 February 2014 or such later time as may be agreed between the
Company, Allenby Capital and Whitman Howard, not being later than
31 March 2014;
-- 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
Subscribers in accordance with the terms of the Subscription
Agreements; and
-- delivery to Allenby Capital and Whitman Howard 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
21 February 2014, being the date agreed between the Company,
Allenby Capital and Whitman Howard, and in any event not being
later than 31 March 2014.
All Placing monies received by Allenby Capital and Whitman
Howard 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. The 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 or interest.
All Placing monies will be paid in pounds sterling.
For the purposes of determining the amount of any Subscription
monies to be paid in US dollars, such amounts will be converted
into pounds sterling at the exchange rate as published in the
London edition of the Financial Times on 29 January 2014, being
0.603.
Warrants
The Company is entering into warrant agreements with each of
Spark, Allenby Capital and Whitman Howard 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 31 January 2017.
Pursuant to its warrant agreement dated 31 January 2014, Spark
has been granted a warrant to subscribe for 100,000 Common Shares
in the Company at an exercise price of US$0.001 per Common
Share.
Pursuant to its warrant agreement dated 31 January 2014, Allenby
Capital has been granted a warrant to subscribe for 900,700 Common
Shares in the Company at an exercise price of 5 pence per Common
Share.
Pursuant to its warrant agreement dated 31 January 2014, Whitman
Howard has been granted a warrant to subscribe for 152,000 Common
Shares in the Company at an exercise price of 5 pence per Common
Share.
Pursuant to the AMVAC Warrant Agreement, the Company granted
American Vanguard Corporation warrants to subscribe for up to 10
million Common Shares at an exercise price of 6 pence per share at
any time up until 31 May 2015. The AMVAC Warrant Agreement contains
a provision to the effect that if the Company issues any Common
Shares at a price lower than 6 pence per share during the exercise
period, then the exercise price under the AMVAC Warrant Agreement
will be reduced to such lower price. Accordingly, as the New Common
Shares are being issued at the Issue Price of 5 pence per share,
the exercise price of the warrants issued to American Vanguard
Corporation under the AMVAC Warrant Agreement will be reduced to 5
pence per share.
Related Party Transaction
Alan Reade, Bruno Jactel, Barry Riley and James Hills, all being
directors in the Company, are participating in the Fundraise as
further described in Part II of this document. 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's respective participations in the Fundraise are fair and
reasonable insofar as the Stockholders of the Company are
concerned.
Legal & General Investment Management Limited (UK) ("LGIM"),
a substantial shareholder in the Company, has agreed to subscribe
for 4,500,000 New Common Shares pursuant to the Placing and the
Subscription. LGIM is a related party under the AIM Rules by virtue
of its existing shareholding in the Company. The Independent
Director considers, having consulted with the Company's nominated
adviser, Spark, that the terms of LGIM's participation 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 at the end of the Circular is the notice
convening a Special Meeting to be held on 18 February 2014 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% of those Stockholders
voting in person or by proxy at the Special Meeting is required to
pass Resolution 1.
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 100,000 shares of common
stock of the Company in connection with the exercise of warrants
granted to Spark on 31 January 2014 (or any amendment or
restatement of such warrants); (ii) the issue of up to 900,700
shares of common stock of the Company in connection with the
exercise of warrants granted to Allenby Capital on 31 January 2014
(or any amendment or restatement of such warrants); and (iii) the
issue of up to 152,000 shares of common stock of the Company in
connection with the exercise of warrants granted to Whitman Howard
on 31 January 2014 (or any amendment or restatement of such
warrants). The warrants were issued to Spark, Allenby Capital and
Whitman Howard, respectively, in partial satisfaction of fees
and/or commission payable in connection with the Fundraise.
Approval of 75% of those Stockholders voting in person or by proxy
at the Special Meeting is required to pass Resolution 2.
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) 37,391,763 New Common Shares
pursuant to the Placing and Subscription; (ii) 1,152,700 Common
Shares issued pursuant to the exercise of the warrants granted to
Spark, Allenby Capital and Whitman Howard; 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% 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, 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 8.9% 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 16 February 2014. 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 14 February 2014. 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 14 February 2014. 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 United
Kingdom Uncertificated Securities Regulations 2001.
US Securities Law Restrictions
No securities are being offered by the Company pursuant to the
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 "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 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 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. 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 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.
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
21 February 2014.
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 form with
an appropriate form of restrictive legend 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 only be traded
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 US 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
representing such shares following the first anniversary of
Admission and, on 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.
A depositary interest facility is available that permits trades in
shares in the Company's unrestricted TYRU line of stock to be
settled electronically through CREST rather than by delivery of
physical certificates.
No temporary documents of title will be issued. Pending the
dispatch of definitive share certificates, instruments of transfer
will be certified against the register of members of the
Company.
Director Shareholdings
Should Resolution 1 be approved at the Special Meeting:
Alan Reade, who has agreed to subscribe for 2,000,000 New Common
Shares pursuant to the Subscription, will be interested in
12,486,358 Common Shares in the Company representing an interest of
6.06% of the total voting rights of the Company following
Admission. In addition, Alan Reade is interested in 2,645,695
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
Bruno Jactel, who has agreed to subscribe for 494,363 New Common
Shares pursuant to the Subscription, will be interested in
1,859,567 Common Shares in the Company representing an interest of
0.90% of the total voting rights of the Company following
Admission. In addition, Bruno Jactel is interested in 1,500,000
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
Barry Riley, who has agreed to subscribe for 600,000 New Common
Shares pursuant to the Subscription, will be interested in
3,055,556 Common Shares in the Company representing an interest of
1.48% of the total voting rights of the Company following
Admission. In addition, Barry Riley is interested in 550,000
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
James Hills, who has agreed to subscribe for 482,400 New Common
Shares pursuant to the Subscription, will be interested in
1,047,900 Common Shares in the Company representing an interest of
0.51% of the total voting rights of the Company following
Admission. In addition, James Hills is interested in 550,000
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
Eric Wintemute 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.
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 finance
the launch of the Vamousse(TM) head lice product range and other
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 Spark, Allenby Capital and Whitman Howard 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.
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
shareholders 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 8.9 percent. of the Existing Share Capital of
the Company (other than those Common Shares held in treasury).
PLACING AND SUBSCRIPTION STATISTICS
Issue Price 5p
Number of Common Shares in issue at the date of
this announcement 168,776,305
Number of Placing Shares 30,115,000
Number of Subscription Shares 7,276,763
Enlarged Issued Share Capital 206,168,068
Number of Placing and Subscription Shares as a
percentage of the Enlarged Issued Share Capital 18.1%
Number of restricted Common Shares trading under
TIDM 'TYR' following the issue of the Placing Shares
and the Subscription Shares 154,744,339
Number of unrestricted Common Shares trading under
TIDM 'TYRU' following the issue of the Placing
Shares and the Subscription Shares 51,423,729
Gross proceeds of the Placing and Subscription GBP1.87 million
Estimated net proceeds of the Placing and Subscription GBP1.7 million
Number of Common Shares which could be issued up
to and including 31 January 2017 pursuant to the
exercise of warrants granted to Spark, Allenby
Capital and Whitman Howard 1,152,700
Note: the above assumes that there is no further issue of Common
Shares between the date of this announcement and Admission.
For the purposes of determining the amount of any Subscription
monies to be paid in US dollars, such amounts will be converted
into pounds sterling at the exchange rate as published in the
London edition of the Financial Times on 29 January 2014, being
0.603.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Date of the Circular and posting 4 February 2014
of Form of Proxy and Form of Instruction
Latest time and date for receipt 3.00 p.m. (GMT) on 14 February
of completed Form of Instruction 2014
in respect of the Special Meeting
Latest time and date for receipt 3.00 p.m. (GMT) on 16 February
of completed Form of Proxy in 2014
respect of the Special Meeting
Special Meeting 10.00 a.m. (EST) on 18 February
2014
Admission and commencement of On or around 8.00 a.m. (GMT)
dealings on AIM of the New Common on 21 February 2014
Shares
Despatch of definitive share certificates by 5 March 2014
for the New Common Shares
Each of the times and dates in the above timetable is subject to
change. References to time in this announcement are to London time
unless otherwise stated.
If you have any questions on how to complete the Form of Proxy
or have any other question as to voting at the Special Meeting,
please contact Computershare on telephone number 0870 707 4040. If
you have any questions on how to complete the Form of Instruction
or have any other question as to voting at the Special Meeting,
please contact Computershare on telephone number 0870 703 0027.
Calls are charged at the local geographic rate. The helplines are
open from 9.00 a.m. to 5.00 p.m. on business days (i.e. Monday to
Friday and excluding public holidays). Calls to the helplines from
outside of the UK will be charged at applicable international
rates. Different charges may apply to calls from mobile telephones.
Please note that calls to the helplines may be monitored or
recorded and that the helplines are not able to advise on the
merits of the matters set out in this document or provide any
personal, legal, financial or taxation advice.
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.
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
"AMVAC Warrant Agreement" the amended and restated warrant to purchase
common stock of TyraTech, Inc dated 2
April 2013 between the Company and American
Vanguard Corporation
"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
"DI" or "Depositary Interest" a dematerialised depositary interest
which represents an entitlement to Common
Shares
"Enlarged Issued Share the issued common share capital of the
Capital" Company immediately following Admission
comprising the Existing Share Capital,
the Placing Shares and the Subscription
Shares
"EST" Eastern Standard Time
"EU" the European Union
"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 168,776,305 Common Shares of $0.001
each in issue at the date of this announcement,
all of which are admitted to trading
on AIM and being the entire issued share
capital of the Company
"FDA" the USA Food and Drug Administration
"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
"Independent Director" the director of the Company who is not
subscribing in the Placing or Subscription,
namely Eric Wintemute
"Issue Price" 5 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
and Whitman Howard 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 to be entered into
on or around the date of this Announcement
between the Company, Allenby Capital
and Whitman Howard 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 Kingdom
or "p"
"Regulation S" Regulation S under the Securities Act
"Regulatory Information A service approved by the London Stock
Service" 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
"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 18 February 2014 at 10.00 a.m. (EST)
"Stockholders" holders of Common Shares
"Subscribers" those persons who agree to subscribe
directly 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 and to
be 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
"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 the United States of America, each state
States" thereof, its territories and possessions,
and all areas subject to its jurisdiction
"$", "US$", "US dollar" the lawful currency of the United States
or "dollar"
"US Person" a citizen or permanent resident of the
United States, as defined in Regulation
S
"Whitman Howard" Whitman Howard Limited, joint broker
to the Company
This information is provided by RNS
The company news service from the London Stock Exchange
END
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