18 Nov 2013 07:00
18 November 2013
Akers Biosciences, Inc.
("ABI" or the "Company")
Conversion of Preferred Shares and
Share Capital Consolidation
Akers Biosciences, Inc. (AIM:AKR), a leading designer and manufacturer of rapid diagnostic screening and testing products, announces the conversion of the Company's 10,000,000 preferred shares (the "Conversion"). The Company also announces a proposed consolidation in the Company's issued share capital on the basis of 1 new consolidated share for every 156 existing common shares (the "Share Consolidation") ahead of the Company's proposed listing on the NASDAQ Capital Market ("NASDAQ").
Conversion of Preferred Shares
The Company has 10,000,000 preferred shares of no par value in existence with each preferred share having 5 votes and the right to convert into 5 new common shares at an exercise price of $0.01 per new common share. The 10,000,000 preferred shares are held by Thomas J. Knox, a Director of the Company. Mr Knox has exercised the right to convert all the preferred shares into 50,000,000 new common shares with the payment of $0.5 million to the Company. Following the Conversion, the Company's issued share capital will consist of 329,515,666 common shares ("Issued Share Capital").
Following Conversion Mr Knox will hold 65,000,000 common shares, representing 19.73 per cent. of the Company's Issued Share Capital and 19.73 per cent. of the Company's voting rights. Prior to the Conversion, Mr Knox transferred 7,500,000 common shares to his son Brandon Knox representing 2.28 per cent. of the Company's Issued Share Capital and 2.28 per cent. of the voting rights and 7,500,000 common shares to his son TJ Knox, representing 2.28 per cent. of the Company's Issued Share Capital and 2.28 per cent. of the voting rights.
The Share Consolidation
The Share Consolidation is being carried out ahead of the Company's proposed listing on NASDAQ in order to create a share price which is more consistent with that of companies of a similar size on NASDAQ and in compliance with NASDAQ's rules and requirements.
Upon implementation of the Share Consolidation, shareholders on the register of members of the Company ("Shareholder") at 5:00 pm on 20 November 2013 (the "Record Date"), will exchange every 156 common shares that they hold for 1 new consolidated common share of no par value ("Consolidated Share"). In order that the issued share capital of the Company is exactly divisible by 156, the Company will, immediately prior to the Share Consolidation, issue 14 new common shares to increase the issued share capital to 329,515,680. Save for this and for the treatment of the fractional entitlements, as set out below, as all existing common shareholdings in the Company are proposed to be consolidated, the proportion of the issued common share capital of the Company held by each Shareholder immediately before and after the Share Consolidation will remain unchanged.
Most shareholders will not hold a number of common shares that is exactly divisible by 156 and they will be left with fractional entitlements to the resulting Consolidated Shares, however no Shareholder will be entitled to a fraction of a Consolidated Share. Where, as a result of the Share Consolidation, any Shareholder would otherwise be entitled to a fraction only of a Consolidated Share in respect of their holding of common shares on the Record Date (a "Fractional Shareholder"), such fractions will be aggregated with the fractions of Consolidated Shares to which other Fractional Shareholders of the Company may be entitled so as to form full Consolidated Shares ("Fractional Entitlement Shares") and the resulting Fractional Entitlement Shares will be sold in the market on behalf of the Fractional Shareholders. Where the amount of the proceeds is £5.00 ($8.00) or more, the proceeds of the sale will be returned to the Fractional Shareholders. Proceeds of less than £5.00 ($8.00) will be retained by the Company to offset the costs of undertaking the Share Consolidation. This means that any such Fractional Shareholders will not have a resultant proportionate shareholding of Consolidated Shares exactly equal to their proportionate holding of common shares on the Record Date and, as noted above, Shareholders with only a fractional entitlement to a Consolidated Share (i.e. those Shareholders holding fewer than 156 common shares at the Record Date) will cease to be Shareholders of the Company and receive cash in lieu of their fractional entitlements (to the extent that the value of their Fractional Entitlement Shares exceeds £5.00 ($8.00).
Accordingly, Shareholders currently holding fewer than 156 common shares who wish to remain a Shareholder of the Company following the Share Consolidation would need to increase their shareholding to at least 156 common shares prior to the Record Date. Shareholders in this position are encouraged to obtain independent financial advice before taking any action.
Shareholder may find the following example a helpful guide as to the effect of the Consolidation:
Number of common shares | Assumed Share Price* | Number of Consolidated Shares | Theoretical Share Price** | Fractional Entitlement returned to Shareholder |
10,000 | £0.0395/$0.063 | 64 | £6.16/$9.86 | 0.1 / £0.00 |
90,000 | £0.0395/$0.063 | 576 | £6.16/$9.86 | 0.92 / £5.67 ($9.07) |
156,000 | £0.0395/$0.063 | 1000 | £6.16/$9.86 | 0 / £0.00 |
\* The Assumed Share Price is based on closing mid-market share price of £0.0395 on 14 November 2013.
*\* The Theoretical Share Price is calculated by multiplying the closing mid-market share price of £0.0395 on 15 November 2013 by 156. There is no guarantee as to the Theoretical Share Price following the Share Consolidation.
Depositary Interests
Holders of depository interests in the Company ("DI Holders") will be treated in the same way as Shareholders, save that the number of common shares the subject of the depository interests will be consolidated and then the resultant number of Consolidated Shares will be distributed between the DI Holders pro rata to their previous holdings.
Consolidation Statistics
Existing common shares | 279,515,666 |
Common shares being issued on conversion of the preferred shares | 329,515,666 |
Common shares to be issued to | 14 |
Number of common shares in issue immediately prior to Share Consolidation | 329,515,680 |
Total voting rights immediately following the Share Consolidation | 2,112,280 |
Common shares to be issued | 14 |
Application to trading on AIM
Application will be made to AIM for the Consolidated Shares to be admitted to trading on AIM and it is expected that Admission will be effective and trading will commence at 8:00 am on 22 November 2013.
Following Admission, the Company will have 2,112,280 Consolidated Shares in issue. Since the Company holds no shares in treasury and the preferred shares have all been converted into common shares, the total number of voting rights in the Company will therefore be 2,112,280 and this figure may therefore be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Disclosure and Transparency Rules.
The Consolidated Shares arising on implementation of the Share Consolidation will have the same rights as the existing common shares, including voting, dividend and other rights.
The Company's new ISIN code will be US00973E1029 and the new SEDOL code will be BGLCYM6.
Action to be taken
Shareholder approval for the Share Consolidation is not required under the Company's articles of association and has instead been approved by a board resolution. No action is required by shareholders.
Expected Timetable of Principle Events
5:00pm | 15 November 2013 | AIM admission application form was submitted |
5:00pm | 20 November 2013 | Record Date for the Share Consolidation |
8:00am | 22 November 2013 | CREST accounts credited in respect of the Consolidated Shares |
8:00am | 22 November 2013 | Admission and dealings in Consolidated Shares expected to commence on AIM |
29 November 2013 | Dispatch of new share certificates | |
6 December 2013 | Dispatch of cheques and crediting of CREST accounts in respect of proceeds from sale of Fractional Shares |
For shareholders wishing to contact their Transfer Agent, please contact:
Capita Asset Services
Corporate Actions
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Please telephone Capita Asset Services between 9.00am and 5.30pm (London time) Monday to Friday on 0871 664 0321 from within the UK or +44 (0)20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice"
About Akers Biosciences, Inc.
Akers Biosciences develops, manufactures, and supplies rapid, point‐of‐care screening and testing products designed to bring health status information, both rapidly and directly, to the consumer or healthcare provider. The Company has advanced the science of diagnostics while responding to major shifts in healthcare through the development of several proprietary platform technologies. The Company's state‐of‐the‐art rapid diagnostic assays can be performed virtually anywhere, in minutes, since time is always of essence. ABI is aligned with high volume medical product distributors to help facilitate the Company's growth into a major, worldwide competitor in the field of rapid diagnostics. Additional information on the Company and its products can be found at www.akersbiosciences.com
Enquiries:
Thomas A. Nicolette
President and CEO
Tel. +1 856 848 8698
Antony Legge or James Thomas
Daniel Stewart & Company plc (Nomad and Broker)
Tel. +44 (0)20 7776 6550
Ben Simons
Vigo Communications
Tel. +44 (0)20 7016 9574