28 Mar 2013 16:15
28 March 2013
TYRATECH, INC.
("TyraTech" or the "Company")
Migration of Shares
TyraTech, Inc. (AIM: TYR and TYRU), a natural life sciences company, announces that certain of its common shares of US$0.001 in the Company ("Common Shares"), which trade on the Company's restricted trading line under TIDM 'TYR' with ISIN number USU890581080, may now be eligible to migrate to the Company's unrestricted trading line under TIDM 'TYRU' with ISIN number US90239R2031.
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.
TyraTech currently has a total of 108,176,305 Common Shares in issue, of which 1,084,413 are held in Treasury. 80,874,936 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 27,301,369 Common Shares in issue are unrestricted and trade under TIDM 'TYRU'. TyraTech believe that approximately 40.4 million of its Common Shares are currently eligible to migrate to the unrestricted line of shares.
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 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. Generally a beneficial owner of 10% of more of the issued Common Shares taking into account shares held and any options, warrants or other securities convertible or exercisable within 60 days will be considered an affiliate for this purpose.
All Unrestricted Common Shares 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.
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.
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 3 May 2013. Holders of Eligible Shares will have the option to either receive an unrestricted certificate in return or have their Eligible Shares entered into CREST, which is a depositary interest facility that permits trading on the unrestricted TYRU line to be settled electronically.
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 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, Executive ChairmanTel: +1 919 415 4310
Bruno Jactel, Chief Executive Officer
Tel: +1 919 415 4280
N+1 Singer, Nominated Adviser and Joint BrokerAubrey Powell / Alex WrightTel: +44 20 7496 3000
First Columbus LLP, Joint BrokerChris CrawfordTel: +44 20 3002 2070
Walbrook, Financial PR and IR
Bob Huxford / Paul Cornelius / Guy McDougall
Tel + 44 20 7933 8792