Intended Delisting and Cancellation of Ordinary Shares from
The Cancellation will be subject to approval by the Company's shareholders at its Annual General Meeting to be held on
In accordance with AIM Rule 41, AquaBounty is required to give at least 20 business days' notice of the intended Cancellation.
AquaBounty's proposed date of cancellation is therefore
AquaBounty will continue to trade under the symbol AQB on Nasdaq.
Reasons for the Cancellation
The members of the board of directors of AquaBounty (the "Directors") have decided to apply for the Cancellation on a voluntary basis for the following reasons:
· Only a small amount of trading in the Company's shares is conducted on AIM.
· The cost of complying with AIM rules is duplicative of Nasdaq market rules, and the Company sees advantages in reducing its costbase as it progresses its commercialisation strategy, which remains unchanged.
· Internal financial and legal staff time for compliance with AIM rules is duplicative of that for Nasdaq market rules.
· The Company's shares will still be tradeable on the Nasdaq market.
The Directors consider the Cancellation and approval of the related resolution to be in the best interests of the Company and its members as a whole. The Directors therefore unanimously recommend that you vote in favour of the Cancellation Resolution.
Effect of the Cancellation
Shareholders will no longer be able to buy and sell Shares on AIM following the Cancellation. In addition, as explained in more detail below under "Information for holders of DIs," AquaBounty's DI Facility will be terminated in conjunction with the Cancellation.
Following the Cancellation, AquaBounty will no longer be required to comply with the continuing obligations set out in the AIM Rules or the EU Market Abuse Regulation. In addition, AquaBounty will no longer be subject to the provisions of the UK Disclosure Guidance and Transparency Rules relating to the disclosure of changes in significant shareholdings in the Company. AquaBounty will continue to be subject to the rules and regulations of the
As AquaBounty has to date complied principally with the corporate governance requirements outlined in the Nasdaq Rules, the Company does not expect there to be any material change in its corporate governance procedures as a result of the Cancellation, such as the proportion of independent directors present on its board. The Company will cease to have an independent nominated adviser appointed.
Information for holders of DIs
AquaBounty had previously put in place a DI Facility to give investors the option to hold interests in such Shares through CREST in the form of DIs. Under the DI Facility, book-entry interests in respect of Shares are credited to the DTC participant account of
Prior to the DI Facility Termination Date, any DI holder may continue to direct their broker to complete a CREST Stock Withdrawal in order for their DIs to be cancelled by CIS and for book-entry interests in respect of the underlying Shares to be transferred from the DTC participant account of CTC to the account of their designated DTC participant.
Any DIs remaining in the DI Facility as at the DI Facility Termination Date will automatically be cancelled and replaced through CREST on or shortly after the DI Facility Termination Date with CREST depository interests ("CDIs") representing the same number of underlying Shares. Such underlying Shares will, from this time, be held by
AquaBounty will cover all cross-border DI cancellation fees typically charged by CIS in respect of the cancellation of DIs up to and including the close of business on
Investors in AquaBounty who convert their DIs or CDIs to Shares that are to be held by a DTC participant will be able to trade those Shares on Nasdaq.
Investors in AquaBounty who do not take the necessary action to cancel their DIs and take receipt of the Shares into an account of a DTC participant by the DI Facility Termination Date will have their DIs automatically converted to CDIs. Holders of CDIs will continue to be able to trade the Shares on Nasdaq by requesting the cancellation of the CDIs and the release of the underlying Shares from the DTC participant account of
DI holders should contact their nominee, stockbroker, bank, or other agent to obtain further information on how the Cancellation will impact them and their ability to hold CDIs and/or to trade their Shares on Nasdaq.
For more information, please visit www.AquaBounty.com, or contact:
Stewart Wallace +44 20 7710 7600
Harry Chathli, Claire Norbury +44 20 7618 9100
This information is provided by RNS