Last update: October 4, 2018

Trading platform

Verseon trades under the ticker symbol “VSN” on the AIM market of the London Stock Exchange. Verseon’s common shares are not traded on any other stock exchange.

Country of incorporation and main country of operation

Verseon is incorporated in the United States, which is also its main country of operation. As such, the rights of Verseon shareholders may be different from the rights of shareholders in a company incorporated in the United Kingdom.

Transfer restrictions

The Company’s Common Shares (“Shares”) have not been registered under the US Securities Act of 1933, as amended (“Securities Act”). Shares that have been in issue for more than one year and are not held by 'affiliates' generally qualify for characterisation as 'Unrestricted Common Shares' under an exemption to the registration requirements of the Securities Act. Unrestricted Common Shares are eligible for transfer into Depositary Interests and settlement through the CREST electronic settlement system, and may be purchased by US persons without restrictions under the Securities Act.

All Shares not meeting the definition of Unrestricted Common Shares will continue trading in a restricted manner as permitted by Regulation S of the Securities Act and must be held in certificated form with a legend describing restrictions on transfer to US persons.

Holders should consult their legal advisors if they are uncertain about the restrictions summarized above.

AIM securities in issue

The number of shares in issue is 151,640,024 and the Company holds 42,917 shares in treasury. The percentage of shares not in public hands is 74.2%.

The following lists all holdings of 3% or larger.

ShareholderSharesPercentage
Woodford Investment Management LLP 32,136,995 21.2%
Adityo Prakash 31,528,281 20.8%
Eniko Fodor 31,008,486 20.5%
David Kita 18,157,036 12.0%
Godrej & Boyce Mfg. Co. Ltd. 6,865,666 4.5%

Current constitutional documents

The Verseon articles of incorporation are available.

Admission document and circulars

The Verseon admission document is available.

Applicability of the City Code

Verseon is not subject to the City Code because its registered office and its place of central management and control are outside the UK, the Channel Islands and the Isle of Man. As a result, certain of the protections that are afforded to shareholders under the City Code, for example in relation to a takeover of a company or certain stakebuilding activities by shareholders, do not apply to Verseon. Certain provisions have been inserted into the Certificate of incorporation which adopt similar procedures to the City Code in the event of any party (or parties acting in concert) obtaining 30 per cent. or more of the voting rights attaching to the issued Common Shares, but there is no assurance that the courts of the State of Delaware, USA, will uphold or allow the enforcement of these provisions.

Advisers

Nominated Adviser and Joint Broker

Arden Partners plc
125 Old Broad Street
London EC2N 1AR
United Kingdom
+44 (0) 20 7614 5900

Joint Broker

Cantor Fitzgerald Europe
One Churchill Place
Canary Wharf
London E14 5RB
United Kingdom
+44 (0) 20 7894 7000

Legal Advisers

Pillsbury Winthrop Shaw Pittman LLP
Four Embarcadero Center
22nd Floor
San Francisco, CA 94111-5998
USA
+1.415.983.1000

Financial Public Relations

Buchanan Communications
107 Cheapside
London EC2V 6DN
United Kingdom
+44 (0) 20 7466 5000

Auditors

Deloitte LLP
Mountbatten House
1 Grosvenor Square
Southampton SO15 2BZ
United Kingdom

Registrars

Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street
St Helier JE1 1ES
Jersey

Our pledge

Verseon is committed to growth through innovation, building value for its shareholders while respecting its responsibilities as a good corporate citizen