Investors 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 19, 2017.
AquaBounty Technologies, Inc. (“AquaBounty”) 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, AquaBounty’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 go to the London Stock Exchange and enter our stock symbol, ABTU.
AquaBounty’s Common Stock trades in the United States on the NASDAQ stock market under the stock symbol AQB.
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 of AquaBounty (each, a “Director”) 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.
AquaBounty will not be subject to the City Code on Takeovers and Mergers, and certain provisions contained in AquaBounty’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and by-laws may make a hostile takeover of AquaBounty more difficult to achieve.
c) Limitation of Director Liability
The Certificate of Incorporation limits the liability of the Directors and the officers of AquaBounty to the fullest extent permitted by Delaware law. Specifically, Directors 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 AquaBounty; 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 the liability of Directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
d) Exclusive Forum
The Certificate of Incorporation specifies that the Court of Chancery of the State of Delaware is the exclusive forum for any action (i) brought by a shareholder on behalf of AquaBounty; (ii) asserting a claim of breach of fiduciary duty owed by any Director, officer, or employee of AquaBounty; (iii) asserting a claim arising from any provision of the DGCL; or (iv) asserting a claim governed by the internal affairs doctrine.
e) Excluded Opportunities
TThe Certificate of Incorporation states that AquaBounty renounces any interest or expectancy it might have in any Excluded Opportunity. An “Excluded Opportunity” is any matter that comes into the possession of (i) any Director who is not an employee of AquaBounty or any of its subsidiaries or (ii) any stockholder of AquaBounty or any partner, member, director, stockholder, employee, or agent of any such holder (excluding any employee of AquaBounty or any of its subsidiaries), unless such matter comes into the possession of such person expressly and solely in such person’s capacity as a Director.
f) Additional Corporate Matters
The Certificate of Incorporation also provides that (i) the affirmative vote of 66 2/3% 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; (v) except as otherwise provided in the Certificate of Incorporation, the affirmative vote of a majority of the voting power of all shares of AquaBounty’s stock, voting together as a single class, shall be required to amend the provisions of the Certificate of Incorporation; and (vi) the affirmative vote of 66 2/3% of the voting power of AquaBounty’s stock, 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, the amendment or repeal of the by-laws, stockholder action and meetings, and limitation on Director liability and indemnification therefor (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.
November 15, 2016 – Notice of special meeting of shareholders
May 8, 2015 – Third amended and restated certificate of incorporation
May 18, 2012 – Corporate by-laws – amended
March 15, 2006 – Admission to trading on AIM
AIM Securities Outstanding: 8,885,008
Treasury Shares: 0
Shares Outstanding (not in public hands): 67.09%
- Intrexon Corporation: 58.1%
- Randal J. Kirk: 10.5%
- Third Security, LLC: 9.6%
- Abbott Laboratories: 8.3%