Legal & Securities
Legal Information
Protonex is incorporated in and operates mainly out of the United States. As Protonex is a US company, the rights of shareholders in Protonex may be different from the rights of shareholders in a UK incorporated company. Protonex shares trade on the AIM market of the London Stock Exchange and the Company is not listed on any other exchange or trading platform.
The Company’s constitutional documents can be viewed by accessing the following links:
- Protonex Amended and Restated Certificate of Incorporation
- Protonex Certificate of Amendment of Certificate of Incorporation
- Protonex By-Laws
Securities
As of 22 January 2010, there are 64,999,786 common shares of the Company issued and admitted to trading on AIM. 31,756,666 of these common shares trade under the PTX symbol in a restricted manner as permitted by Regulation S under the U.S. Securities Act of 1933 and 33,243,120 of these common shares trade under the ticker PTXU in an unrestricted manner under an available exemption provided under the US Securities Act of 1933.
As of 22 January 2010 and as far as the Company is aware, the percentage of common shares not in public hands is 34.53%. As of 22 January 2010, the Company is aware of the following shareholders holding 3 percent or more of the issued common share capital of the Company:
| Name | Number of Common Shares | Percentage ownership of issued Common Shares |
|---|---|---|
| Canaccord Capital Corporation (1) | 7,906,547 | 12.16% |
| Parker Hannifin Corporation | 6,531,500 | 10.05% |
| Parker Hannifin Foundation | 6,200,000 | 9.54% |
| Goldman Sachs International | 5,785,000 | 8.90% |
| Conduit Ventures Limited (2) | 5,575,642 | 8.58% |
| SAS Investors | 3,600,647 | 5.54% |
| UBS Wealth Management | 3,000,000 | 4.62% |
| Solstice Capital | 2,787,824 | 4.29% |
| Christine M. Martin | 2,531,440 | 3.89% |
| Dr. Jerry Martin | 2,059,901 | 3.17% |
| Dr. Paul Osenar (3) | 2,016,300 | 3.10% |
| Scott A. Pearson | 1,953,036 | 3.00% |
(1) This holding represents a combination of retail and institutional shareholders.
(2) Mr. John Butt is chief executive of Conduit Ventures and is also a Non- Executive Director of the Company.
(3) Dr. Osenar also has a beneficial interest in an additional 96,727 shares.
Restrictions on the Transfer of Protonex Shares
Although the shares of common stock of Protonex are publicly traded in the U.K., Protonex is not yet considered a public company under the U.S. securities laws. The outstanding shares of common stock of Protonex have not been registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act").
Shares of Protonex common stock trade under two ticker symbols on the AIM market. “Restricted” shares trade under the PTX symbol in a restricted manner as permitted by Regulation S of the U.S. Securities Act and “Unrestricted” shares trade under the ticker PTXU in a fully unrestricted manner under an available exemption provided under the US Securities Act.
Shares trading under the “PTX” ticker symbol:
All shares trading under the PTX ticker symbol are “restricted” securities and are subject to certain restrictions on resale to U.S. persons under the U.S. federal and state securities laws. The restricted securities may not be offered or sold except (1) in an offshore transaction meeting the requirements of Regulation S under the Securities Act, (2) pursuant to an effective registration statement under the Securities Act, or (3) pursuant to an applicable exemption from the registration requirements of the Securities Act, in each case in accordance with all applicable securities laws including applicable U.S. state securities laws. Holders of restricted securities will be required to sign a declaration and have their broker sign a declaration that they have not knowingly arranged to sell their shares to a U.S. person.
As a general rule, the restrictions on resale lapse one year after the stock is first issued. Directors, executive officers and major shareholders who are treated as "affiliates" under U.S. law (i.e. shareholders who own 10% or more of the outstanding shares) are subject to different restrictions and will need to contact Protonex to ensure appropriate handling of any share sales under Regulation S or another applicable exemption.
Shares trading under the “PTXU” ticker symbol:
The shares of common stock of Protonex trading under the PTXU symbol have not been registered under the U.S. Securities Act but are able to be sold in an unrestricted manner under an exemption provided under the US Securities Act because they have been in issue for more than one year. There are no restrictions on the trading of these shares. Depository interests in respect of these shares are able to be traded and settled by CREST members in electronic form within the CREST system, without the need for share certificates.
As a general rule, the restrictions on resale lapse one year after the stock is first issued. Directors, executive officers and major shareholders who are treated as "affiliates" under U.S. law (i.e. shareholders who own 10% or more of the outstanding shares) are subject to different restrictions and will need to contact Protonex to ensure appropriate handling of any share sales under Regulation S or another applicable exemption.
Advisors
Secretary and Registered Office
John Connolly
2711 Centerville Road
Suite 400
Wilmington, Delaware 19808
USA
AIM Nominated Advisor and Broker
Piper Jaffray Limited
One South Place
London EC2M 2RB
United Kingdom
Legal Advisors to the Company
Norton Rose
3 More London Riverside
London SE1 2AQ
United Kingdom
Day Pitney LLP
One International Place
Boston, MA 02110
USA
Auditors
BDO Seidman, LLP
150 Federal Street
9th Floor
Boston, MA 02110
USA
Bankers
Silicon Valley Bank
3005 Tasman Drive
Santa Clara, CA 95054
USA
Registrars
Computershare Investor Services
(Channel Islands) Limited
Ordnance House
31 Pier Road
St. Helier
Jersey JE4 8PW
United Kingdom
Press and Investor Inquiries
Redleaf Communications Ltd.
9-13 St Andrew Street
London EC4A 3AF
+44 (0)20 7822 0200