TIDMAKR
RNS Number : 1780P
Akers Biosciences, Inc.
06 February 2019
February 6, 2019
Akers Biosciences, Inc.
Form DEF 14A Filing - Definitive Proxy Statement
Notice of Special Meeting of Shareholders
Proposed Cancellation of Admission of Common Stock to Trading on
AIM
Akers Biosciences, Inc. (NASDAQ: AKER) (AIM: AKR.L), (the
"Company" or "Akers Bio"), a developer of rapid health information
technologies, announces that the Company has filed a Form DEF 14A
(a definitive proxy statement) with the U.S. Securities and
Exchange Commission giving notice of a Special Meeting of
Shareholders to be held on March 5, 2019 at the offices of Ellenoff
Grossman & Schole LLP, at 1345 6th Ave, 11th floor, New York,
NY 10105 at 10 AM (EST) for the purpose of seeking shareholders'
approval to cancel the listing of the Company's common stock of no
par value (the "Common Stock") on AIM, a market operated by London
Stock Exchange plc (the "Cancellation Proposal"). Subject to the
Cancellation Proposal being approved at the Special Meeting of
Shareholders, it is anticipated that trading in the Common Stock on
AIM will cease, and the delisting will take effect, from 7.00 a.m.
(GMT) on March 29, 2019.
The Form DEF 14A appears in full in the appendix below and will
shortly be mailed to all shareholders and holders of depositary
interests. The Form DEF 14A is also available to view on Akers
Bio's website at www.akersbio.com or on www.sec.gov.
Inquiries:
Akers Biosciences, Inc.
Howard R. Yeaton, Chief Executive Officer and Interim Chief
Financial Officer
Tel. +1 856 848 8698
investors@akersbio.com
finnCap (UK Nominated Adviser and Broker)
Ed Frisby / Scott Mathieson (Corporate Finance)
Tel. +44 (0)20 7220 0500
Vigo Communications (Global Public Relations)
Ben Simons / Fiona Henson
Tel. +44 (0)20 7390 0234
Email: akers@vigocomms.com
About Akers Biosciences, Inc.
Akers Bio develops, manufactures, and supplies rapid screening
and testing products designed to deliver quicker and more
cost-effective healthcare information to healthcare providers and
consumers. The Company has advanced the science of diagnostics
while responding to major shifts in healthcare through the
development of several proprietary platform technologies. The
Company's state-of-the-art rapid diagnostic assays can be performed
virtually anywhere in minutes when time is of the essence. The
Company has aligned with major healthcare companies and high-volume
medical product distributors to maximize product offerings, and to
be a major worldwide competitor in diagnostics.
Additional information on the Company and its products can be
found at www.akersbio.com.
Cautionary Note Regarding Forward-Looking Statements
Statements contained herein that are not based upon current or
historical fact are forward-looking in nature and constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements reflect the Company's expectations about its future
operating results, performance and opportunities that involve
substantial risks and uncertainties. Such statements may include,
without limitation, statements with respect to the Company's plans,
compliance with the requirements of various regulatory agencies and
certain NASDAQ Stock Market listing rules, objectives, projections,
expectations and intentions and other statements identified by
words such as "projects," "may," "will," "could," "would," "should,
" "believes," "expects," "anticipates," "estimates," "intends,"
"plans," "potential" or similar expressions, as they relate to the
Company, its subsidiaries, or its management. These statements are
based upon the current beliefs and expectations of the Company's
management and are subject to significant risks and uncertainties,
including those detailed in the Company's filings with the
Securities and Exchange Commission. Actual results, performance,
prospects, and opportunities to may differ materially from those
set forth in, or implied by, the forward-looking statements. These
forward-looking statements involve certain risks and uncertainties
that are subject to change based on various factors (many of which
are beyond the Company's control). The Company undertakes no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
APPIX - FORM DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to --240.14a-12
AKERS BIOSCIENCES, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
February 5, 2019
To the Shareholders of Akers Biosciences, Inc.:
You are cordially invited to attend the Special Meeting of the
Shareholders (the "Special Meeting") of Akers Biosciences, Inc.
(the "Company") to be held on March 5, 2019, at the offices of
Ellenoff Grossman & Schole LLP, at 1345 6th Ave, 11(th) floor,
New York, NY 10105 at 10 AM (EST).
The item of business for the Special Meeting is listed in the
following Notice of Special Meeting of the Shareholders and is more
fully addressed in the attached Proxy Statement. It relates, in
summary, to the Board of Directors' proposal to cancel the listing
of the Company's common stock, no par value (the "Common Stock") on
AIM, a market operated by the London Stock Exchange plc ("London
Stock Exchange"), resulting in the transfer of the approximately
one percent (1%) of Shareholders affected over to the Company's US
Register such that their shares will thereafter trade on NASDAQ
alongside all other Shareholders.
The Company has been bearing the costs associated with
maintaining two stock market listings. The practicalities of
adhering to both sets of stock market regulations creates an
additional burden in the form of regulatory complexities, expense
and management time. The Board of Directors believes that the
proportion of the Common Stock on the Jersey (Channel Islands)
Branch Register (AIM) in comparison to that on the US Register
(NASDAQ), and the relatively low liquidity of the Common Stock on
AIM, does not justify the ongoing expense and regulatory
complexities associated with maintaining the AIM listing.
The Board of Directors has determined that it is in the
interests of all of the Shareholders of the Company to cancel the
listing of the Common Stock on AIM, such that the Common Stock will
thereafter trade only on NASDAQ alongside all other Shareholders.
Accordingly, the Company is asking for its Shareholders' approval
for the cancellation of admission of the Common Stock to trading on
AIM at the Special Meeting.
CANCELLING THE COMPANY'S AIM LISTING WILL SAVE THE COMPANY UP TO
AN ESTIMATED $0.4 MILLION IN ANNUALIZED COSTS COMPARED TO 2018.
The Proxy Statement is first being mailed to Shareholders of the
Company on or about February 8, 2019.
Your vote is important - please date, sign and return your proxy
card in the enclosed envelope or vote online as soon as possible to
ensure that your shares will be represented and voted at the
Special Meeting even if you cannot attend. If you attend the
Special Meeting and are a Shareholder of record, you may vote your
shares in person even though you have previously signed and
returned your proxy.
If you have any questions regarding this material, please do not
hesitate to email investors@akersbio.com for assistance.
BY ORDER OF THE BOARD OF DIRECTORS
WHETHER OR NOT YOU EXPECT TO ATT THE SPECIAL MEETING, PLEASE
COMPLETE THE ENCLOSED PROXY CARD AND PROMPTLY MAIL IT IN THE
ENCLOSED ENVELOPE OR VOTE ONLINE IN ORDER TO ASSURE REPRESENTATION
OF YOUR SHARES AT THE SPECIAL MEETING.
If you need assistance with voting, please contact our proxy
solicitor Advantage Proxy, Inc. toll free at 1-877-870-8565,
collect at 1-206-870-8565 or by email at
ksmith@advantageproxy.com.
AKERS BIOSCIENCES, INC.
201 Grove Road
Thorofare, NJ 08086
(856) 848-2116
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on March 5, 2019
The Special Meeting of Shareholders (the "Special Meeting") of
Akers Biosciences, Inc. (the "Company") will be held on March 5,
2019, at the offices of Ellenoff Grossman & Schole LLP, at 1345
6th Ave, 11(th) floor, New York, NY 10105 at 10 AM (EST), for the
following purpose:
1. To approve the cancellation of the admission of the Company's common stock of no par value
to trading on AIM, a market operated by London Stock Exchange, and that the directors and
officers of the Company be authorized to take all steps which are necessary or desirable in
order to effect such cancellation (the "Cancellation Proposal").
In the event the Company does not receive the requisite number
of votes to approve the Cancellation Proposal, the Company may
adjourn the meeting in order to solicit additional votes.
Shareholders are cordially invited to attend the Special Meeting in
person. However, to assure your representation at the Special
Meeting, please complete and sign the enclosed proxy card and
return it promptly. Even if you have previously submitted a proxy
card, you may choose to vote in person at the Special Meeting.
Whether or not you expect to attend the Special Meeting, please
read the attached Proxy Statement and then promptly complete, date,
sign and return the enclosed proxy card in order to ensure your
representation at the Special Meeting. If you hold your shares
through a brokerage firm, you can vote by telephone, internet or
mail. For telephone voting please call the toll-free number shown
on the front of your voting instruction form. To vote by internet
please go to the website shown on your voting instruction form.
There is a control number on the front of your voting instruction
form. Please have the control number ready when you call or log on
and then follow the easy step-by-step instructions. If you are a
registered Shareholder, you may cast your vote by visiting
http://www.vstocktransfer.com/proxy. You may also have access to
the materials for the Special Meeting by visiting the website
http://www.akersbio.com/.
The Board of Directors unanimously recommends a vote "FOR" the
approval of the proposal to be submitted at the Special
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
February 5, 2019
AKERS BIOSCIENCES, INC.
201 Grove Road
Thorofare, NJ 08086
(856) 848-2116
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 5, 2019
GENERAL INFORMATION ABOUT THE PROXY
STATEMENT AND SPECIAL MEETING
General
This Proxy Statement is being furnished to the Shareholders of
Akers Biosciences, Inc. (together with its subsidiaries, the
"Company", "we", "us" or "our") in connection with the solicitation
of proxies by our Board of Directors (the "Board of Directors" or
the "Board") for use at the special meeting of Shareholders to be
held on March 5, 2019, at the offices of Ellenoff Grossman &
Schole LLP at 1345 6th Ave, 11(th) Floor, New York, NY 10105 at 10
AM (EST), and at any and all adjournments or postponements thereof
(the "Special Meeting"), for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders.
Accompanying this Proxy Statement is a proxy/voting instruction
form (the "Proxy") for the Special Meeting, which you may use to
indicate your vote as to the proposal described in this Proxy
Statement. It is contemplated that this Proxy Statement and the
accompanying form of Proxy will be first mailed to the Company's
Shareholders on or about February 8, 2019.
The Company will solicit Shareholders by mail through its
regular employees and will request banks and brokers and other
custodians, nominees and fiduciaries, to solicit their customers
who have stock of the Company registered in the names of such
persons and will reimburse them for reasonable, out-of-pocket
costs. In addition, the Company may use the service of its officers
and directors to solicit proxies, personally or by telephone,
without additional compensation.
Voting Securities
Only Shareholders of record as of the close of business on
January 28, 2019 (the "Record Date") will be entitled to vote at
the Special Meeting and any adjournment or postponement thereof. As
of the Record Date, there were approximately 12,482,708 shares of
common stock, no par value, of the Company (the "Common Stock"),
issued and outstanding and entitled to vote. Shareholders may vote
in person or by proxy. Each holder of shares of Common Stock is
entitled to one vote for each share of Common Stock held on the
proposal presented in this Proxy Statement. The Company's amended
and restated by-laws (the "Amended and Restated By-laws") provide
that at least 33.34% of the shares of Common Stock entitled to
vote, whether present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the Special
Meeting. The enclosed Proxy reflects the number of shares of Common
Stock that you are entitled to vote. Shares of Common Stock may not
be voted cumulatively.
Voting of Proxies
All valid Proxies received prior to the Special Meeting will be
voted. The Board of Directors recommends that you vote by proxy
even if you plan to attend the Special Meeting. You can vote your
shares by proxy via Internet or mail. To vote via Internet, go to
www.vstocktransfer.com/proxy and follow the instructions. To vote
by mail, fill out the enclosed Proxy, sign and date it, and return
it in the enclosed postage-paid envelope. Voting by proxy will not
limit your right to vote at the Special Meeting if you attend the
Special Meeting and vote in person. However, if your shares are
held in the name of a bank, broker or other holder of record, you
must obtain a legal proxy executed in your favor, from the holder
of record to be able to vote in person at the Special Meeting.
Revocability of Proxies
All Proxies which are properly completed, signed and returned
prior to the Special Meeting, and which have not been revoked, will
be voted in favor of the proposal described in this Proxy Statement
unless otherwise directed. A Shareholder may revoke his or her
Proxy at any time before it is voted either by filing with the
Chief Executive Officer of the Company, at its principal executive
offices located at 201 Grove Road, Thorofare, New Jersey 08086, a
written notice of revocation or a duly-executed Proxy bearing a
later date or by attending the Special Meeting and voting in
person.
Voting Procedures and Vote Required
The presence, in person or by proxy, of at least 33.34% of the
issued and outstanding shares of Common Stock entitled to vote at
the Special Meeting is necessary to establish a quorum for the
transaction of business. Shares represented by proxies which
contain an abstention, as well as "broker non-vote" shares
(described below) are counted as present for purposes of
determining the presence or absence of a quorum for the Special
Meeting.
All properly executed proxies delivered pursuant to this
solicitation and not revoked will be voted at the Special Meeting
as specified in such proxies.
Vote Required for the Cancellation Proposal.
In accordance with Rule 41 of the AIM Rules for Companies ("AIM
Rules"), the Company has informed London Stock Exchange of the
proposed cancellation of admission of the Common Stock to trading
on AIM. Under the AIM Rules, it is a requirement that the
Cancellation Proposal is approved by not less than seventy-five
percent (75%) of the votes cast at the Special Meeting.
If you hold shares beneficially in street name and do not
provide your broker with voting instructions, your shares may
constitute "broker non-votes." Generally, broker non-votes occur on
a matter when a broker is not permitted to vote on that matter
without instructions from the beneficial owner and instructions are
not given. Brokers that have not received voting instructions from
their clients cannot vote on their clients' behalf on "non-routine"
proposals. Broker non-votes are counted for the purposes of
obtaining a quorum for the Special Meeting and, in tabulating the
voting result for any particular proposal, shares that constitute
broker non-votes will be counted for routine matters in the
calculation of the vote. The vote on the Cancellation Proposal is
considered "routine," and broker non-votes will count in the
calculation of the vote. Abstentions are counted as "shares
present" at the Special Meeting for purposes of determining the
presence of a quorum but are not counted in the calculation of the
vote.
Votes at the Special Meeting will be tabulated by one or more
inspectors of election appointed by the Board.
Shareholders will not be entitled to dissenter's rights with
respect to the matter to be considered at the Special Meeting.
In the event the Company does not receive the requisite number
of votes to approve the Cancellation Proposal, the Company may
adjourn the meeting in order to solicit additional votes.
Shareholders List
For a period of at least ten days prior to the Special Meeting,
a complete list of Shareholders entitled to vote at the Special
Meeting will be available at the principal executive offices of the
Company located at 201 Grove Road, Thorofare, NJ 08086, so that
Shareholders of record may inspect the list only for proper
purposes.
Expenses of Solicitation
The solicitation of proxies from our Shareholders is made on
behalf of our Board of Directors. The costs and expenses of
printing and mailing this proxy statement shall be paid by us. We
will pay the costs of soliciting and obtaining proxies from our
Shareholders, including the costs of reimbursing brokers, banks and
other financial institutions for forwarding proxy materials to
their customers. Proxies may be solicited, without extra
compensation, by our directors, officers and employees by mail,
telephone, fax, personal interviews or other methods of
communication. We have also made arrangements with Advantage Proxy,
Inc. to assist us in soliciting proxies and have agreed to pay
Advantage Proxy $10,000, plus reasonable expenses for these
services.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of the Record Date,
information regarding beneficial ownership of our capital stock
by:
-- Each person, or group of affiliated persons, known by us to beneficially own more than 5%
of our Common Stock;
-- Each of our named executive officers;
-- Our Current Chief Executive Officer;
-- Each of our directors; and
-- All of our current executive officers and directors as a group.
Beneficial ownership is determined according to the rules of the
Securities and Exchange Commission (the "SEC") and generally means
that a person has beneficial ownership of a security if he, she or
it possesses sole or shared voting or investment power of that
security, including options that are currently exercisable or
exercisable within sixty (60) days of the Record Date. Except as
indicated by the footnotes below, we believe, based on the
information furnished to us, that the persons named in the table
below have sole voting and investment power with respect to all
shares of Common Stock shown that they beneficially own, subject to
community property laws where applicable.
Common Stock subject to stock options currently exercisable or
exercisable within sixty (60) days of the Record Date are deemed to
be outstanding for computing the percentage ownership of the person
holding these options and the percentage ownership of any group of
which the holder is a member but are not deemed outstanding for
computing the percentage of any other person.
Unless otherwise indicated, the address of each beneficial owner
listed in the table below is c/o Akers Biosciences, Inc., 201 Grove
Road, Thorofare, New Jersey USA 08086.
Percentage of
Ownership as of
January 28, 2019
-------------------
Name of Beneficial Owner:
5% Shareholders:
- - %
Named Executive Officers and Directors:
Bill J. White - %
Howard R. Yeaton(1) * %
Christopher C. Schreiber - %
Gary M. Rauch * %
Joshua Silverman - %
All executive officers and directors as a group (2) * %
* Less than 1%.
(1) In connection with his appointment as the Chief Executive Officer and interim Chief Financial
Officer of the Company, the Company and Mr. Yeaton entered into an offer of employment, dated
October 5, 2018 (the "Employment Agreement"). The Employment Agreement provides for, among
other compensation, a monthly grant of three thousand seven hundred and fifty (3,750) unrestricted
shares of the Common Stock pursuant to the Plan. Seven thousand five hundred shares (7,500)
unrestricted shares of the Common Stock have to date been issued to Mr. Yeaton pursuant to
the Plan.
(2) The executive officers and directors include the current officers and directors of the Company,
which includes: Bill J. White, Howard R. Yeaton, Christopher C. Schreiber, Gary M. Rauch and
Joshua Silverman.
CANCELLATION PROPOSAL
Background to and Reasons for the Cancellation Proposal
On May 22, 2002, the Common Stock of the Company commenced
trading on AIM, a market operated by London Stock Exchange,
following a placing of the Common Stock. On January 23, 2014, the
Common Stock also commenced trading on the NASDAQ Capital Market
("NASDAQ") following a public offering of the Common Stock. Since
that time, the Company has undertaken further stock issuances on
NASDAQ resulting in the ratio of Shareholders whose shares are
registered on the Jersey Branch Register (AIM) (the "Jersey
(Channel Islands) Register") decreasing over the past five years to
only approximately one percent (1%), while the ratio of
Shareholders registered on the US Register (NASDAQ) (the "US
Register") has increased to ninety-nine percent (99%).
Additionally, the liquidity of the shares on AIM is relatively low,
with less than one quarter of one percent (0.25%) of the overall
trading volume in the Common Stock in 2018 occurring on AIM.
Despite this, the Company has been bearing the costs associated
with maintaining two stock market listings. The practicalities of
adhering to both sets of stock market regulations creates an
additional burden in the form of regulatory complexities, expense
and management time. The Board of Directors believes that the
proportion of Common Stock on the Jersey (Channel Islands) Register
in comparison to that on the US Register, and the relatively low
liquidity of the Common Stock on AIM, does not justify the ongoing
expense and regulatory complexities associated with maintaining the
AIM listing.
CANCELLING THE COMPANY'S AIM LISTING WILL SAVE THE COMPANY UP TO
AN ESTIMATED $0.4 MILLION IN ANNUALIZED COSTS COMPARED TO 2018.
Over the past five years, NASDAQ has become the primary market
in the Company's Common Stock and the Board of Directors believes
that maintaining the AIM listing, in addition to NASDAQ, is no
longer justifiable; particularly as only approximately one percent
(1%) of the Common Stock remains on the Jersey (Channel Islands)
Register and these shares could be transferred to the Company's US
Register and trade on NASDAQ alongside all other Shareholders.
The Board of Directors believes that cancelling the AIM listing
will contribute to reducing unnecessary corporate expenses,
streamlining corporate processes and freeing up management time to
focus on the Company's business, placing the Company in a stronger
position from which to maximize shareholder value.
Accordingly, the Board of Directors has determined that it is in
the interests of all the Shareholders of the Company to cancel the
listing of the Common Stock on AIM, such that the Common Stock will
thereafter trade only on NASDAQ. Therefore, the Company is asking
for its Shareholders' approval for the cancellation of admission of
the Common Stock to trading on AIM at the Special Meeting.
THE APPROVAL OF THE CANCELLATION PROPOSAL WILL HAVE NO EFFECT ON
THE LISTING OF THE COMPANY'S SHARES ON NASDAQ WHICH WILL CONTINUE
AS USUAL.
As at the date of this document, the Company's outstanding share
capital was split between the two registers as follows:
Percentage of
Total Shares
Register Number of Shares Outstanding
----------------------------------- ----------------- -------------
US Register 12,356,136 99%
Jersey (Channel Islands) Register* 126,572 1%
*including Depositary Interests held in CREST
Process of Delisting from AIM
The Cancellation Proposal is made in accordance with Rule 41 of
the AIM Rules. Rule 41 of the AIM Rules requires that an AIM
company which wishes London Stock Exchange to cancel admission of
its AIM securities must notify such intended cancellation and must
separately inform London Stock Exchange of its preferred
cancellation date at least twenty (20) business days prior to such
date and the cancellation shall be conditional upon the consent of
not less than seventy-five percent (75%) of votes cast by its
Shareholders given in a shareholder meeting.
IN VIEW OF THE SIGNIFICANT COST SAVINGS, THE RELATIVELY LOW
LIQUIDITY IN THE COMPANY'S COMMON STOCK ON AIM, THE SMALL
PERCENTAGE OF THE COMPANY'S SHARES REMAINING ON THE JERSEY (CHANNEL
ISLANDS) REGISTER AND THE OTHER BENEFITS DESCRIBED ABOVE, THE BOARD
OF DIRECTORS ENCOURAGES ALL SHAREHOLDERS TO VOTE IN FAVOR OF THE
CANCELLATION PROPOSAL IN ORDER TO ACHIEVE THE seventy-five percent
(75%) VOTING REQUIREMENT.
Accordingly, the Board of Directors seeks the Shareholders'
approval of the Cancellation Proposal set forth in the Notice of
the Special Meeting of Shareholders. Subject to the Cancellation
Proposal being approved at the Special Meeting of Shareholders, it
is anticipated that trading in the Common Stock on AIM will cease,
and the delisting will take effect, from 7.00 a.m. (GMT) on March
29, 2019.
Upon the approval of the Cancellation Proposal and the delisting
becoming effective, finnCap Limited will cease to be the nominated
adviser and broker to the Company in the UK and the Company will no
longer be required to comply with the rules and corporate
governance requirements to which companies admitted to trading on
AIM are subject, including the AIM Rules. The Company will remain
subject to the rules and corporate governance requirements
promulgated by the SEC and NASDAQ.
Effects of Delisting on Shareholders
The principal effect of the Cancellation Proposal will be that
Shareholders will no longer be able to buy or sell the Common Stock
on AIM. Upon approval of the Cancellation Proposal the Common
Stock, including the Common Stock that would have previously been
trading on AIM, will continue to trade on NASDAQ therefore
maintaining liquidity in the Common Stock. Shareholders with access
to a service for trading NASDAQ-listed securities will be able to
continue to buy or sell the Common Stock on NASDAQ as usual.
As a NASDAQ-listed company, the Company is subject to reporting
and continuous disclosure obligations in the United States,
including those promulgated by the United States Securities and
Exchange Commission and NASDAQ.
The Cancellation Proposal will only affect the approximately one
percent (1%) of Shareholders whose Common Stock is currently held
on the Jersey (Channel Islands) Register; or who are holders of
depositary interests held in CREST (the "Depositary Interests") (a
relevant system (as defined in the CREST Regulations) in respect of
which Euroclear UK & Ireland is the Operator (as defined in the
CREST Regulations) in accordance with which securities may be held
and transferred in uncertificated form) by Link Market Services
Trustees Limited, the Depositary for the Company's Depositary
Interests. No other Shareholders will be affected by the proposed
delisting.
Subject to Shareholders' approval of the Cancellation Proposal,
the Depositary Interests will cease to be eligible to settle in
CREST with effect from close of business (GMT) on March 28, 2019
and Link Market Services Trustees Limited will terminate the Trust
Deed Poll governing the Depositary Interests and they will cease to
exist. Shareholders of Common Stock registered on the Jersey
(Channel Islands) Register will have their shareholding transferred
to the US Register on or shortly after March 29, 2019, following
which the Jersey (Channel Islands) Register will cease to exist and
Link Asset Services will cease to provide transfer agent services
on behalf of the Company in respect of the Jersey (Channel Islands)
Register.
The Cancellation Proposal may have personal taxation
consequences for Shareholders on the Jersey (Channel Islands)
Register. Shareholders affected by the Cancellation Proposal who
are in any doubt about their tax position should consult their own
professional independent tax adviser.
Holders of Depositary Interests Held in CREST
Holders of Depositary Interests held in CREST (the central
securities depositary for markets in the United Kingdom) will
shortly receive a letter from Link Market Services Trustees Limited
giving notice that, subject to Shareholders' approval of the
Cancellation Proposal, the Depositary Interests will cease to be
eligible to settle in CREST with effect from close of business
(GMT) on March 28, 2019; Link Market Services Trustees Limited will
terminate the Trust Deed Poll governing the Depositary Interests;
and the Depositary Interests will cease to exist.
Holders of Depositary Interests held in CREST who wish to
receive a stock certificate representing their Common Stock before
the date of expiry of the Depositary Interests in CREST
(conditional on Shareholders' approval of the Cancellation
Proposal) should submit a stock withdrawal request without delay
and in accordance with established CREST procedures. The Common
Stock represented by the stock certificates will then be dealt with
in accordance with the paragraph titled 'Common Shareholders with
Jersey (Channel Islands) Register Stock Certificates' below.
Holders of Depositary Interests held in CREST who wish to
transfer their holding to the Company's US Register (including to a
DTCC facility (the facility providing clearing and settlement
services to the United States financial markets)) before the date
of expiry of the Depositary Interests in CREST (conditional on
Shareholders' approval of the Cancellation Proposal) may do so
using the transfer form that will be enclosed with Link Market
Services Trustees Limited's letter. Subject to Shareholders'
approval of the Cancellation Proposal, any Depositary Interests
that are still outstanding as at close of business (GMT) on March
28, 2019 will automatically be withdrawn from CREST, the holder
will be entered onto the register of Shareholders of Common Stock
on the Jersey (Channel Islands) Register and a stock certificate
representing their ownership of Common Stock will be sent to them
at their last known address by the UK transfer agent. The Common
Stock represented by the stock certificates will then be dealt with
in accordance with the paragraph titled 'Common Shareholders with
Jersey (Channel Islands) Register Stock Certificates' below.
Common Shareholders with Jersey (Channel Islands) Register Stock
Certificates
Subject to Shareholders' approval of the Cancellation Proposal,
Shareholders of Common Stock registered on the Jersey (Channel
Islands) Register will have their shareholding transferred to the
US Register on or shortly after March 29, 2019. Existing stock
certificates for Common Stock on the Jersey (Channel Islands)
Register will remain valid on the US Register. However, subject to
shareholders' approval of the Cancellation Proposal, Shareholders
who wish to exchange their Jersey (Channel Islands) Register stock
certificate for a US Register stock certificate at any time after
March 29, 2019 may do so by contacting the Company's US transfer
agent (whose contact details are set out below). This process may
be subject to transfer agent fees.
V Stock Transfer, LLC (US Transfer Agent)
18 Lafayette Place
Woodmere, NY 11598
United States
Phone: +1 (212) 828 8436
Email: info@vstocktransfer.com
Common Shareholders on the Jersey (Channel Islands) Register
with stock certificates who have access to - and wish to deposit
their Common Stock electronically in - a DTCC facility prior to
March 29, 2019 should contact the Company's UK transfer agent, Link
Asset Services (whose contact details are set out below), to obtain
a Removal Request form. This process may be subject to transfer
agent fees.
Link Asset Services (UK Transfer Agent)
Phone (from within the UK): 0871 664 0300 (Premium calling
charges may apply)
From outside the UK: +44 (0) 371 664 0300
Email: shareholder.services@linkgroup.co.uk
Subject to Shareholders' approval of the Cancellation Proposal,
Shareholders who have access to - and wish to deposit their Common
Stock electronically in - a DTCC facility after March 29, 2019
should contact the Company's US transfer agent (whose contact
details are set out above) for information regarding the process
for doing so. This process may be subject to transfer agent
fees.
The Board of Directors is aware that certain Shareholders on the
Jersey (Channel Islands) Register may be unable to continue to hold
Common Stock in the event that the delisting becomes effective.
Such Shareholders should consult their stockbroker, bank manager,
accountant or other independent financial adviser as relevant.
Shareholders on the Jersey (Channel Islands) Register Who Have
Lost Their Stock Certificates
Although the last known information which is currently held in
respect of Shareholders of Common Stock on the Jersey (Channel
Islands) Register will, subject to Shareholders' approval of the
Cancellation Proposal, be entered onto the US Register on or
shortly after March 29, 2019, Shareholders who wish to sell their
Common Stock in the future, or to deposit them electronically, may
be required to present a stock certificate.
Shareholders of Common Stock on the Jersey (Channel Islands)
Register who have lost their stock certificate and wish to obtain a
replacement stock certificate at any time prior to March 29, 2019
may do so by contacting the Company's UK transfer agent (whose
contact details are set out above) and following the UK transfer
agent's replacement stock certificate procedure. This process may
be subject to transfer agent fees.
Shareholders of Common Stock on the Jersey (Channel Islands)
Register who have lost their stock certificate are encouraged to
obtain a replacement stock certificate by contacting the Company's
UK transfer agent (whose contact details are set out above) before
March 29, 2019 as the process for obtaining a replacement stock
certificate in the future through the US transfer agent may be more
complex and transfer agent fees may be higher.
Subject to Shareholders' approval of the Cancellation Proposal,
Shareholders of Common Stock on the Jersey (Channel Islands)
Register who have lost their stock certificate and wish to obtain a
replacement stock certificate at any time after March 29, 2019 may
do so by contacting the Company's US transfer agent (whose contact
details are set out above) and following the US transfer agent's
replacement stock certificate procedure. This process may be
subject to transfer agent fees.
Shareholders who have failed to notify the UK transfer agent of
any change of address or other relevant information, if applicable,
are encouraged to do so WITHOUT DELAY in order to ensure the
information stored on the Jersey (Channel Islands) Register is
current at the point of transfer to the US Register and to avoid
future additional administrative burden or expense in applying for
a change of address or other relevant information.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMS THAT ITS SHAREHOLDERS
VOTE "FOR" THE APPROVAL OF THE CANCELLATION PROPOSAL.
ADDITIONAL INFORMATION
We are subject to the information and reporting requirements of
the Securities Exchange Act of 1934, as amended, and in accordance
therewith, we file periodic reports, documents and other
information with the SEC relating to our business, financial
statements and other matters. Such reports and other information
may be inspected and are available for copying at the offices of
the SEC, 100 F Street, N.E., Washington, D.C. 20549 or may be
accessed at www.sec.gov. Information regarding the operation of the
public reference rooms may be obtained by calling the SEC at
1-800-SEC-0330. You are encouraged to review our Annual Report on
Form 10-K, together with any subsequent information we filed or
will file with the SEC and other publicly available
information.
*************
It is important that the proxies be returned promptly and that
your shares be represented. Shareholders can vote by telephone,
internet or mail. For telephone voting please call the toll-free
number shown on the front of your voting instruction form. To vote
by internet please go to the website shown on your voting
instruction form. There is a control number on the front of your
voting instruction form. Please have the control number ready when
you call or log on and then follow the easy step-by-step
instructions. If you are voting by mail, please vote, sign and date
your proxy card and return it in the postage-paid envelope
provided.
February 5, 2019 By Order of the Board of Directors
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
AKERS BIOSCIENCES, INC.
The undersigned hereby appoints Joshua Silverman and Christopher
C. Schreiber as Proxies with full power of substitution to vote all
the shares of Common Stock which the undersigned would be entitled
to vote if personally present at the Special Meeting of
Shareholders to be held on March 5, 2019, at the offices of
Ellenoff Grossman & Schole LLP at 1345 6th Ave, 11(th) Floor,
New York, NY 10105 at 10 AM (EST), or at any postponement or
adjournment thereof, and upon any and all matters which may
properly be brought before the Special Meeting or any postponement
or adjournments thereof, hereby revoking all former proxies.
1. To approve the cancellation of the admission of the Company's common stock of no par value
to trading on AIM, a market operated by London Stock Exchange, and that the directors and
officers of the Company be authorized to take all steps which are necessary or desirable in
order to effect such cancellation.
[ ] FOR [ ] AGAINST [ ] ABSTAINS
The shares represented by this proxy, when properly executed,
will be voted as specified by the undersigned Shareholder(s). If
this card contains no specific voting instructions, the shares will
be voted FOR the proposal described on this card.
Signature of Shareholder(s)
Date
Please sign exactly as the name appears below. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign the corporate name by
the president or other authorized officer. If a partnership, please
sign in the partnership name by an authorized person.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOGUGUMPPUPBPUA
(END) Dow Jones Newswires
February 06, 2019 02:00 ET (07:00 GMT)
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