Press Release
AgCert International plc CREST Admission
Dublin, Ireland – 06 October 2006
AgCert International plc (“AgCert” or the “Company”) is pleased to announce that AgCert shareholders will be able to hold and transfer AgCert’s fully paid ordinary shares (“Shares”) within the CREST system, as long as certain criteria are satisfied.
The Company, through its registrar, Computershare Investor Services (Ireland) Limited (the “Registrar”), has established a facility whereby qualifying Shares will be traded in electronic form within the CREST system. Shares will be admitted to CREST with effect from 16 October 2006. Accordingly, settlement of transactions in Shares may take place within the CREST system. CREST is a UK and Irish electronic paperless share transfer and settlement system that allows shares and other securities to be held in electronic rather than paper form.
Bill Haskell, AgCert CEO, commented:
“We are aware that for many actual and potential investors the ability to process share transactions through a paperless system has considerable advantages and we are pleased to announce the availability of CREST to our investors.”
The Shares will be represented by ISIN number, IE00B0764647.
Admission to the CREST System
Shares will be eligible for settlement through CREST only if they satisfy standards established by AgCert (as well as separate standards established by CREST). Among other things, AgCert shareholders must establish, to the satisfaction of AgCert, that their Shares were issued at least twelve months ago in an offering conducted outside the United States pursuant to Regulation S of the United States Securities Act of 1933, as amended (the “Securities Act”), that the shareholder is not an affiliate of AgCert and that they are located outside the United States. Alternatively, AgCert shareholders may establish that their Shares were acquired in a transaction under Rule 144 of the Securities Act or that the request for settlement through CREST is at the time of and in connection with a sale under Rule 144, and that in either case the shareholder is not an affiliate of AgCert at such time.
Shareholders should contact the Registrar on +353 1 216 3100 to establish whether their Shares are eligible for transfer through CREST and to obtain a copy of the buyer certification form (“Buyer Certification”) that they must complete in order to deposit their Shares into CREST. The completed Buyer Certification should then accompany a CREST share deposit form and the covering share certificate when deposited with the CREST counter. Any share deposit form and share certificate received by the Registrar without a duly completed Buyer Certification will be rejected and returned to the submitting broker.
United States Securities Law Restrictions
AgCert International plc is incorporated under the laws of Ireland but was considered a US issuer under US securities law at the time of its initial public offering (“IPO”) in June 2005. The Shares were issued under Category 3, Regulation S, have not been registered under the Securities Act and are “restricted securities” as defined under US securities laws. The Shares are subject to the following provisions:
These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold, pledged or otherwise transferred except if such transfer is effected (1) in a 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 available exemption from the registration requirements of the Securities Act, in each case in accordance with all applicable securities laws, including applicable state securities laws of the United States.
Shares issued in certificated form will continue to bear a legend reflecting the foregoing restrictions. Shareholders should contact the Registrar if they have any questions regarding any applicable restrictions on the transfer of their Shares.
Non-affiliate Category 3, Regulation S Shares to enter into CREST after the one year distribution compliance period must follow the following procedures to comply with US securities laws. The Shares will still be treated as “restricted securities” until at least the completion of the two year period following the IPO. Since the Company is currently a Category 1, Regulation S issuer and is an Irish plc, these proposed procedures have been tailored to the Company and should not be relied upon by anyone other than the Company.
- Entrance into CREST on a Trade-by-Trade Basis. In order to ensure that each share that enters CREST is in compliance with Regulation S and other applicable US securities laws, this movement into CREST will not occur on a wholesale basis. Instead, the Shares will be de-materialized and enter CREST on a trade-by-trade basis with certificated Shares gradually moving into CREST over time.
- Signed Buyer Certification. Each dematerialization request must be accompanied by the Buyer Certification documenting that the buyer has complied with Rule 904 of Regulation S, that it is not an affiliate of the Company and that the trade was not prearranged for the purpose of removing the restrictive legends from the Shares. The buyer will also certify, among other things, that: (a) the offer or sale was made in an “offshore transaction”, i.e., that the offer was not made to a person in the United States (although the offer may be made to a US person outside of the United States) and that the trade will occur through the facilities of a designated offshore securities market (in this case, the London Stock Exchange), and (b) no “directed selling efforts” were made into the United States by the seller, an affiliate of the seller or any person acting on either of their behalf.
In order to allow for qualified institutional buyers, or QIBs, trading under Rule 144A of the Securities Act to enter CREST, there will be a Rule 144A option on the buyer certification stating that the buyer, among other things, (a) is a QIB as defined under US securities law; (b) has complied with Rule 144A in their respective sale or purchase of the share; (c) is not the Company or an affiliate of the Company; and (d) that the trade was not prearranged for the purpose of removing the restrictive legends from the Shares.
- Registrar to Legend Shares if Removed from CREST. Should the Shares be removed from CREST and put back into certificated form, that certificate would bear a Rule 144 restricted legend, as set out above. In addition, persons who remove Shares from CREST will be required to sign a certificate that, among other things: (a) they are aware that Shares are “restricted” under US securities laws; (b) they will not sell the Shares into the United States without complying with US securities laws; (c) they are not receiving a certificated share for the purposes of avoiding compliance with US securities laws; and (d) they are not the Company or an affiliate of the Company.
Notifiable Interests
Shareholders who acquire a legal or beneficial interest in Shares where their resultant holding is greater than 5% of the issued share capital of AgCert (a “Notifiable Interest”) are obliged to forward details of such Notifiable Interest to AgCert at its office at AgCert International plc, Apex Building, Blackthorn Road, Sandyford, Dublin 18, Ireland, +353 1 245 7400. In addition, shareholders having a Notifiable Interest are obliged to notify AgCert , at the address outlined above, where they acquire or dispose of an interest in Shares (whether legal or beneficial) which results in that shareholder no longer having a Notifiable Interest or where as a result of such acquisition or disposal their percentage interest in the Shares increases or decreases above or below a percentage point threshold. The relevant shareholder is obliged to notify the Company within five business days of the obligation to notify arising.
For further information:
| AgCert International | |
| Bill Haskell, CEO | + 353 1 245 7400 |
| Paul D'Alton, CFO | + 353 1 245 7400 |
AgCert media inquiries:
| College Hill | |
| Mark Garraway/Anthony Parker | +44 (0)207 4572020 |
About AgCert
AgCert International plc was founded in 2002 to produce and sell reductions in greenhouse gas emissions (referred to as "offsets") from agricultural sources on an industrial scale. These offsets are intended to satisfy the requirements of the Kyoto Protocol and be capable of being traded on the European cap and trade system, the European Union Emissions Trading Scheme ("EU-ETS").
AgCert has identified agriculture as one of the largest commercial opportunities for Offset production and expects to be a leading supplier of offsets from this sector. Agriculture is responsible for around 20 per cent of the world's annual greenhouse gas emissions. Under the Kyoto Protocol, any reductions in greenhouse gas emissions derived from this sector qualify as CERs provided they are derived from projects that have been validated by a DOE and Registered by the UN Executive Board and are properly verified and certified according to the stringent requirements laid down by the UN.
The Group's strategy is to expand rapidly its offset production and resultant sales capacity by commencing the modification of Animal Waste Management Systems ('AWMS') on farms where it has already entered into arrangements with farmers and by rolling out its turnkey AWMS modification methods both geographically and across additional livestock species beyond its current focus on swine through the entry into contracts with additional farms.
More information about AgCert's greenhouse gas reduction projects can be found at www.agcert.com.