Full details on the GW Pharmaceuticals corporate action, including instructions on how to participate, the options available to you, and any deadline applicable.
GW Pharmaceuticals

GW Pharmaceuticals - Delisting and Optional Conversion

Corporate action reference: 201601558

A new corporate event has been announced on the above security for which you have a holding.

DELISTING AND CONVERSION: GW Pharmaceuticals plc has announced the Company’s intention to cancel the admission of its 0.1 pence ordinary shares to trading on AIM on 5 December, 2016. The last day of trading on AIM will be 2 December, 2016. GW will retain its U.S. listing on the NASDAQ Stock Exchange of American Depositary Receipts (ADRs) under ticker symbol GWPH. At the date of this announcement, 78 percent of GW`s Ordinary Shares are held in ADR form and tradable on the NASDAQ market with approximately 94 percent of trading in the last six months taking place on the NASDAQ market. All shareholders who have not already converted their Ordinary Shares into ADRs are able to do so at any time. Following cancellation of the AIM listing, shares will only be tradable on the NASDAQ market in the United States. Following the cancellation of the AIM listing, GW will continue to be headquartered and domiciled in the UK, will continue to comply fully with the requirements of the Companies Act, will be subject to the UK Takeover Code, and will be subject to UK corporation tax. The AIM Rules require that unless the London Stock Exchange otherwise agrees a cancellation of a Company’s shares from trading on AIM requires the consent of votes cast by the Company’s shareholders at a general meeting. In this instance, given the Company’s listing of the ADRs on NASDAQ enables Shareholders to trade their shares in the Company, the London Stock Exchange has agreed that shareholder consent in a general meeting is not required to complete the AIM Delisting. An explanatory circular will be made available on the Company’s website in accordance with the AIM Rules.

Delisting: All securities under GW Pharmaceuticals Plc will be cancelled from admission to trading on AIM as of 5 December 2016.

Conversion: Shareholders are able to convert their ordinary shares into ADRs. Each ADR represents twelve ordinary shares.

EVENT TERMS

  • The number of ordinary shares being delivered for deposit into the ADR program must be a multiple of twelve, as the ADR to ordinary share ratio is 1 ADR = 12 ordinary shares, and fractional ADRs cannot be issued.
  • Citibank has agreed to waive issuance fees for converting Ordinary Shares into ADRs up until the date of the AIM delisting. Thereafter, a conversion fee of up to US $0.05, per ADR will be assessed for any conversions of ordinary shares into ADR.
  • Shares deposited and converted into ADRs before the AIM Delisting date will not be subject to SDRT.
  • In the event that shares are deposited for conversion into ADRs after the AIM Delisting investors will be responsible for payment of SDRT on each deposit and issuance of ADRs.

If you wish to convert your ordinary shares into ADRs prior to the delisting you will need to have an existing FDA or International Trader account or you can arrange to open a new International Trader account, in order for us to facilitate.

Barclays Stockbrokers must be in receipt of a conversion request on or before 22 November 2016 to allow us to complete the conversion. As above, to achieve this you must have an open FDA or International Trading account with us and failure to do so will result in you maintaining your ordinary shares.

Conversion requests after this date will be dealt with on an ad hoc basis and as above, you will be responsible for payment of SDRT on each deposit and issuance of ADRs.

We’re here to help

If you have any queries please call our Client Contact Team on 0800 901 2911* or 0141 352 3971* from 7:30 to 19:00 Monday to Thursday, 7:30 to 18:00 Friday, except bank holidays, 9:30 to 12:30 on Saturday.

EVENT OPTIONS:

Option 1 - Convert your ordinary shares into ADRs and transfer the ADRs to your existing Foreign Dealing Account/International Trader Account number, if selecting this option please ensure you provide your valid account number which should be 5 or 6 digits long.

Option 2 - Convert your ordinary shares into ADRs and transfer the ADRs to your new International Trader Account, if selecting this option please ensure that you open the account by 22 November 2016 (If the account is not opened by this date your shares will not be converted).

To reply to this event, please use the below link stating which option you would like to take.

If you do not wish to convert your ordinary shares you need take no action and therefore please do not reply to this page, as a result you will maintain your ordinary shares in your portfolio which will be untradeable (Default).

ADDITIONAL INFORMATION

Overseas residents should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to convert their shares should they choose to do so.

Please note that this letter does not constitute investment or tax advice. If you are unsure of what action to take please contact your financial advisor.

The Company’s website is www.gwpharm.com

If you would like further information about the terminology used in this notification, please visit our Ask a Question site.

*Calls to 0800 numbers are free if made from a UK landline and calls to 0141 numbers are charged at local rate, mobile costs may vary - please check with your telecoms provider. Calls may be recorded so that we can monitor the quality of our service and for security purposes. Our opening hours are 07:30 to 07:00 Monday to Thursday, 07:30 to 18:00 on Friday (excluding bank holidays) and 09:30 to 12:30 on Saturday.

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