Investor Relations / Rule 26 Information
The information in this section of the website is disclosed for the purposes of compliance with Rule 26 of the AIM Rules for Companies. This information was last updated on January 10, 2014.
AquaBounty Technologies develops and markets biotechnology products to enhance the productivity of aquaculture, which is the fastest growing source of food production worldwide and is driven by rapid depletion of the world's oceans due to over fishing. Dwindling seafood supplies, combined with increasing demand, will be met primarily through increases in aquaculture production and productivity.
Headquartered outside Boston, Massachusetts, the Company's immediate focus is on well-established production sectors growing salmon and trout. It is developing novel products for enhancing productivity in these fields of aquaculture and focusing initially on shortening the farm production cycle with the AquAdvantage® line of fish.
London Stock Exchange
For Stock Price, Volume, Charts and Price History, please click here to go to the London Stock Exchange and enter our stock symbol, ABTX.
Effect of a U.S. Domicile
AquaBounty is a company incorporated in the State of Delaware, USA under the Delaware General Corporation Law (“DGCL”). There are a number of differences between the corporate structure of AquaBounty and that of a public limited company incorporated in the UK under the Companies Act.
While the Directors consider that it is appropriate to retain the majority of the usual features of a publicly traded US corporation, they intend to take certain actions, whenever practicable, to meet UK standard practice. Set out below is a description of the principal differences and, where appropriate, the actions the Board intends to take.
a) Pre-emptive Rights
Under Delaware law, shareholders do not have pre-emptive rights over the further issuance of shares of AquaBounty’s common stock (the “Common Shares”) and AquaBounty has no obligation to provide any pre-emptive rights to its common shareholders. In accordance with its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), for so long as AquaBounty’s Common Shares are admitted to AIM, AquaBounty has agreed not to allot or issue for cash in any calendar year Common Shares in excess of ten percent of AquaBounty’s outstanding Common Shares from time to time unless such issue is made pursuant to a fully pre-emptive offer or stock option plan or 75 percent of holders of Common Shares of AquaBounty voting (in person or by proxy) at a quorate meeting of shareholders have voted in favor of a resolution approving such issue.
AquaBounty will not be subject to the City Code on Takeovers and Mergers and certain provisions contained in AquaBounty’s Certificate of Incorporation and by-laws may make a hostile takeover of AquaBounty more difficult to achieve. So long as any shares of capital stock of AquaBounty are traded on AIM, however, AquaBounty’s Certificate of Incorporation will contain a provision requiring any person that acquires securities representing 30 percent or more of AquaBounty’s voting power to make a cash offer for the remaining issued and outstanding capital stock of AquaBounty at the highest price that person has paid in the preceding 12 months. The Certificate of Incorporation also requires any person who holds securities representing between 30 percent and 50 percent of AquaBounty’s voting power and then acquires any additional securities to make such a mandatory offer. Shareholdings or shareholders who act in concert are looked at individually and separately in determining whether the 30 percent has been attained and an increase has occurred.
AquaBounty’s securities are not currently publicly traded in the US markets nor are they registered with the US Securities and Exchange Commission (the “SEC”). In the event that AquaBounty’s securities are registered with the SEC and become listed on a US national securities exchange, the mandatory offer provisions described above will cease to apply.
AquaBounty is also governed by the provisions of section 203 of the DGCL. Section 203 generally prohibits a publicly held Delaware corporation from engaging in a ‘‘business combination’’ with an ‘‘interested stockholder’’ for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A ‘‘business combination’’ includes mergers, stock sales, asset sales, similar transactions and other transactions resulting in a financial benefit to the interested stockholder. An ‘‘interested stockholder’’ is a person who, together with affiliates and associates, owns (or within three years, did own) 15 percent or more of the corporation’s voting stock.
c) Limitation of Director Liability
The Certificate of Incorporation and the Company’s by-laws limit the liability of the Directors and the Officers of the Company to the fullest extent permitted by Delaware law. Specifically, Directors of AquaBounty will not be personally liable for money damages with respect to any acts or omissions in the performance of his or her duties as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to AquaBounty or its Shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, which relates to unlawful declarations of dividends or other distributions of assets to Shareholders or the unlawful purchase of shares of the corporation, or (iv) for any transaction from which the Director or officers derived an improper personal benefit. If the DGCL is amended to eliminate or limit the personal liability of Directors, then, after approval by AquaBounty shareholders, the Certificate of Incorporation or by-laws may be amended to eliminate or limit Director liability to the fullest extent permitted by the DGCL, as so amended.
d) Additional Corporate Matters
The Certificate of Incorporation also provides that (i) the affirmative vote of a majority of the voting power of all of the then-outstanding shares of the voting stock of AquaBounty shall be required to adopt, amend or repeal any provision of the by-laws of AquaBounty; (ii) the Board of Directors shall also have the power to adopt, amend or repeal the by-laws; (iii) Shareholders may not take any action by written consent; (iv) special meetings of Shareholders may be called only by the Board or by the Chief Executive Officer or the Chairman of the Board, or by the holders of not less than 25 percent of the Common Shares; and (v) the affirmative vote of a majority of the voting power of all the Common Shares, voting together as a single class, shall be required to amend the provisions of the Certificate of Incorporation regarding the composition of the Board of Directors, stockholder action and meetings and limitation on Director liability (other than any amendment of such provisions in connection with a restatement of the Certificate of Incorporation). Advance notice of stockholder business is to be provided as set forth in the by-laws. The foregoing provisions of the Certificate of Incorporation may discourage certain types of transactions involving an actual or potential change in control of AquaBounty and could have the effect of delaying, deterring or preventing a change in control of AquaBounty.
Restriction on Shares
The Common Shares have not been registered under the US Securities Act of 1933 (the “US Securities Act”) and therefore, they are "restricted securities" as defined in Rule 144 promulgated under the US Securities Act. A purchaser of Common Shares may not offer, sell, pledge or otherwise transfer Common Shares in the United States or to, or for the account or benefit of any US Person, except pursuant to an effective registration statement under the US Securities Act, an exemption from the registration requirements of the US Securities Act, or in certain transactions specified in Regulation S. Hedging transactions in the Common Shares may not be conducted unless in compliance with the US Securities Act. The certificates evidencing the Common Shares will bear a legend to the following effect, unless the Company determines otherwise in compliance with applicable law:
"THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED. SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IF SUCH TRANSFER IS EFFECTED (I) IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE US SECURITIES ACT (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. INCLUDING APPLICABLE STATE SECURITIES LAW OF THE UNITED STATES IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES OF THE COMPANY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE US SECURITIES ACT." AS PROVIDED IN THE BY-LAWS OF THE COMPANY. THE COMPANY IS REQUIRED BY UNITED STATES SECURITIES LAWS TO REFUSE TO REGISTER ANY TRANSFER OF SHARES NOT MADE IN ACCORDANCE WITH THE ABOVE RESTRICTIONS.