Investor FAQs
- When did Protonex become a public company?
- What is AIM?
- How do I find out more information about the Company?
- How do I find out the trading price of the Company’s shares?
- Why are there two ticker symbols in existence and how are they different?
- How do I trade in shares?
- I am a US citizen. Can I trade in Protonex shares?
- How do shareholders with Unrestricted, PTXU physical shares transfer their holding into CREST?
- How do I know if I have restricted or unrestricted stock?
- I currently hold restricted PTX shares. How can I determine if these shares are eligible for migration to unrestricted PTXU shares? If they are eligible to become unrestricted shares, how do I make that happen?
- What is CREST Settlement?
- What is a Depositary Interest?
- What happens to my share certificate if I choose to put my shares into CREST?
- UK Stamp Duty
- How do I find out more information about my shareholding?
- What do I do if I have lost my share certificate?
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When did Protonex become a public company?
The Company's shares of Common Stock were admitted to trading on the AIM Market of the London Stock Exchange in July 2006 under the symbol PTX. Please note that Protonex is not yet treated as a public company in the United States and its securities are not publicly tradable on the United States securities markets.
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What is AIM?
AIM is the Alternative Investment Market of the London Stock Exchange. It is a "junior" market of the London Stock Exchange in that it was established for the express purpose of enabling younger, smaller companies to have access to the financial market and to enable their shares to be publicly traded. Further information on AIM may be obtained from the London Stock Exchange’s Website.
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How do I find out more information about the Company?
As a public company under London Stock Exchange rules, specifically AIM Rule 26, Protonex maintains a set of current investor information in the Investors section of its website - www.protonex.com. Portions of this information can also be found on the London Stock Exchange site under the PTX and PTXU ticker symbols.
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How do I find out the trading price of the Company’s shares?
The Company's shares trade under the ticker symbols "PTXU" for unrestricted shares and "PTX" for restricted or Reg S shares. You can view prices through the usual Internet sources or most accurately from the London Stock Exchange website or by clicking here. If you are not in the UK and you are using one of the popular financial search engines to look up stock quotes, you will need to select "UK" or "London Stock Exchange" before inputting the ticker symbols. On some search engines, using the ticker "PTXU.L", or "PTX.L" (.L indicates the London Exchange), may achieve the same result.
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Why are there two ticker symbols in existence and how are they different?
All shares in Protonex were originally admitted to trading on AIM as PTX restricted or Reg S shares. The restrictions on the PTX shares are required by the U.S. Securities and Exchange Commission (SEC) since Protonex is domiciled in the United States. As time passes, the restrictions on PTX shares fall away for holders that are not considered "affiliates" of the Company (generally, Executives, Directors, Holders of more than 10% of the outstanding shares). The general rule is that PTX shares are eligible to become unrestricted PTXU shares if they have been in issue for more than 12 months and not held by affiliates.
PTXU unrestricted shares are subject to no trading restrictions and can be traded electronically via the CREST settlement platform.
PTX shares are restricted or Reg S shares and are subject to certain restrictions on trading. These shares are required to be traded physically via printed certificate (not electronically via CREST or other platforms) and need to be accompanied by certain forms when being sold. Today, the majority of the PTX shares are held by affiliates that are required to trade on the PTX line and are not eligible to trade on the PTXU line.
However, if certain selling procedures are followed by affiliates and their shares have been in issue for more than 12 months, their PTX shares will be eligible to migrate to the PTXU unrestricted line after they are sold to any non-affiliates. For further information on this type of transaction and subsequent migration process please contact investors@protonex.com.
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How do I trade in shares?
Many brokers in the UK and elsewhere will be able to deal in AIM traded stocks such as the Company's. If there are any questions, have your broker contact the Company's principal broker and market-maker Canaccord Adams Limited. In the United States they may be contacted at (617) 371-3749. In the UK Canaccord can be contracted at 44 (0) 20 7050 6500.
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I am a US citizen. Can I trade in Protonex shares?
Trading in PTXU shares is unrestricted, and US citizens can buy and sell these shares. To trade in the shares, it is recommended that you find a broker with access to the CREST electronic settlement system.
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How do shareholders with Unrestricted, PTXU physical shares transfer their holding into CREST?
You should contact your broker who will explain and help you through the process. You can "dematerialise" your shares and put them into CREST at any time. If you have not done so by the time you come to sell your shares, this is not a problem, as they can be dematerialised as part of the settlement process.
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How do I know if I have restricted or unrestricted stock?
All share certificates of the Company issued prior to July 3, 2006, were originally issued with a "restricted stock" legend on the front and back. Certificates for restricted stock issued since July 3, 2006 have the words "Restricted Securities" on the front. Certain shares that were originally issued as restricted stock have migrated to the Company's unrestricted PTXU line in accordance with procedures established by the Company. Following this migration, certificates representing these unrestricted shares were reissued to shareholders without a restrictive legend on the certificates. These certificates were also issued with a separate ISIN No. US74373K1097 and CUSIP No. 74373K 109, which appear on the front of the certificates.
Restricted shares trade under the PTX symbol and unrestricted shares trade under PTXU.
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I currently hold restricted PTX shares. How can I determine if these shares are eligible for migration to unrestricted PTXU shares? If they are eligible to become unrestricted shares, how do I make that happen?
As a general rule, the restrictions on PTX shares lapse one year after the stock is first issued and if it has lapsed you are entitled to receive a new certificate with the legend removed. However, to comply with US Securities law, Protonex and its counsel must provide written approval to the Company's Registrar before any legends are removed from certificates and before any shares migrate from the restricted PTX line to the unrestricted PTXU line.
If you currently hold restricted PTX shares and wish to migrate them to unrestricted PTXU shares, please follow this procedure:
- Please send an email to investors@protonex.com requesting a migration of your PTX shares to PTXU. Please include the following information in your email: name of shareholder, stock certificate number, date and method of acquisition, and payment method.
- Protonex and its legal counsel will review the submitted information and reply to your email with an answer on whether your shares are eligible for migration. If so, we will provide instructions on how to complete a form and mail your original share certificates to our counsel for processing. If not, we will tell you why the shares are not eligible.
- When the required forms and documents for migration are received from you, Protonex' counsel will attach a written confirmation of eligibility and forward all documents to the Company's registrar (Computershare Investor Services Limited) for legend removal and migration of the shares from PTX to PTXU. (Note: Due to a requirement to complete an admission application to AIM for the unrestricted shares, in most cases the Company will process migration requests in batches. This may cause a processing delay of several weeks.)
- When the migration process is complete, new stock certificates without legends will be printed by the registrar, sent to Protonex counsel, and then forwarded directly to the requesting shareholders. All resulting unrestricted shares will trade on the PTXU line.
- It is important to note that these unrestricted shares still exist in physical form and an additional step on the part of the shareholder is required to get these unrestricted shares into the CREST electronic trading system. Please see FAQ #8 for instructions.
Directors, Executive Officers and major shareholders who are treated as "affiliates" under U.S. law are subject to different restrictions and will need to contact the Company to ensure appropriate handling of any share sales. Shares held by "affiliates" are required to remain in the PTX line.
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What is CREST Settlement?
As of 5 November 2007, the Company's Unrestricted Common Shares, which are traded under the ticker symbol PTXU, are enabled to be settled electronically through the UK's CREST settlement system. This means that you do not need to hold and present a physical share certificate in order to sell your shares and instead you will be the beneficial owner of a Depositary Interest in the shares, which is held in electronic or "dematerialised" form.
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What is a Depositary Interest?
A Depositary Interest is a facility provided by our Registrar, Computershare Investor Services PLC. The facility allows an interest in the Company's unrestricted PTXU shares, held electronically, rather than the actual shares represented by physical certificates, to be settled through the UK CREST electronic settlement system. This facility makes settlement of trades easier and faster. The underlying shares continue to be listed and traded, while the Depositary Interests are transferred in the UK CREST system to settle those trades. Holders of Depositary Interests have the same rights as holders of Common Shares (for example, to receive all shareholder notices, to vote at meetings, to receive dividends etc).
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What happens to my share certificate if I choose to put my shares into CREST?
Through CREST, settlement of trades takes place in 'dematerialised' form. This means that a physical share certificate is not produced, although your stockbroker will provide you with a record of your shareholding in a regular statement. Generally, your stockbroker offers a 'nominee' service, under which the shares are dematerialised and held on your behalf in a nominee account. In order to make use of this service you will have to deliver your share certificate(s) to your broker. Alternatively, it is possible to gain sponsored membership of CREST and hold Depositary Interests in your own name, rather than through a broker. Your stockbroker can advise you on the most suitable option.
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UK Stamp Duty
Trades in the Company's physical shares are exempt from UK stamp duty. However, when using CREST settlement, as for all other UK company shares, purchasers of Company Depositary Interests will have to pay UK Stamp Duty, at the rate of 0.5% of the purchase price, which will be charged upon settlement.
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How do I find out more information about my shareholding?
The Company’s Registrar and Transfer Agent is:
Computershare Investor Services (Channel Islands) Limited
P. O. Box 83
Ordnance House, 31 Pier Road
St. Helier
Jersey JE4 8PW
United KingdomTelephone: +44 (0) 1534 825 230
Telecopier: +44 (0) 1534 825 247Computershare also has shareholder information available on line through its website at www-uk.computershare.com.
Alternatively you can contact the Company by calling our Head office in Massachusetts on +1 508 490 9960.
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What do I do if I have lost my share certificate?
The Company's registrar, Computershare, keeps the official record of all shareholdings. If you have lost your share certificate, you may obtain a replacement certificate provided that you execute the required paperwork (consisting of an Indemnity for Lost Certificate). Depending on the number and value of the shares comprised within the lost certificate, indemnity insurance fees may be payable. Please contact Computershare to inquire about replacing your certificate.