AIM Disclosure
AIM Rule 26 Disclosure
The following information is provided pursuant to Rule 26 of the AIM Rules for Companies – Company Information Disclosure. All information is current as of August 17, 2007.
Description of the Business
See Company Profile
Country of Incorporation and UK Shareholder Rights
March Networks Corporation is a corporation continued under the Canada Business Corporations Act, and its corporate headquarters is in Ottawa, Ontario, Canada. The Company’s products are sold worldwide with a majority of the Company’s revenues currently originating in North America. As a Canadian company trading on AIM, the rights of shareholders may be different from rights of shareholders in a UK incorporated company.
Board of Directors
See Directors
Board Responsibilities and Committees
See Board of Directors Mandate
See Charter of the Audit Committee of the Board of Directors
See Charter of the Compensation Committee of the Board of Directors
See Charter of the Corporate Governance Committee of the Board of Directors
Documentation and Announcements
For public documents, including prospectuses, admissions documents, articles of association, and any documents mailed to shareholders in the last 12 months, see Filing Documents. For all press releases, see Press Releases.
Securities Information
March Networks Corporation’s shares are listed on AIM (MNW) in London and the TSX (MN) in Toronto. As of July 31, 2007 March Networks Corporation had 16,880,907 common shares in issue, none of which were held in treasury. Insofar as March Networks Corporation is aware, 19.36% of the Company’s shares are ‘not in public hands’ (as defined in the AIM Rules). Based on information available to the Company through the TSXConnect data service and insider filings, the following would be considered “significant shareholders” under the AIM rules as of July 31, 2007:
| Wesley Clover Corporation |
18.69% |
3,153,909 |
* “Significant shareholders” under the AIM rules means holders of 3% or more of March Networks Corporation’s issued share capital. As a corporation incorporated under the Canada Business Corporations Act, March Networks Corporation is not subject to the provisions of the Disclosure and Transparency Rules (U.K.) of the U.K. Financial Services Authority and, consequently, shareholders would not ordinarily be subject to any U.K. requirement to disclosure to March Networks Corporation the level of their interests in common shares. As there are no statutory obligations on shareholders (other than insider and early warning reporting obligations) to disclose to the Company the level of their interests in common shares, the holdings described above may not be accurate.
March Networks Corporation’s shares are fully fungible between AIM and the TSX and currently all outstanding shares are free trading. March Networks Corporation’s common shares have not been registered under the United States Securities Act of 1993, as amended (the “U.S. Securities Act”), or any U.S. state securities laws. Subject to certain exceptions, none of the common shares may be offered or sold, directly or indirectly, in the United States. Offers and sales of any of the common shares in the United States would constitute a violation of the U.S. Securities Act unless made in compliance with, or not subject to, the registration requirements of the U.S. Securities Act or an exemption therefrom.
Key Advisors
Nominated Adviser and Broker
Evolution Securities Limited
9th Floor
100 Wood Street
London EC2V 7NN
United Kingdom
Auditors in respect of the Company
Deloitte & Touche LLP
Suite 800
100 Queen Street
Ottawa, ON KIP 5T8
Canada
UK and US Legal Advisers to the Company
Reed Smith LLP
Minerva House
5 Montague Close
London SEI 9BB
United Kingdom
Canadian Legal Advisers to the Company
Osler Hoskin & Harcourt LLP
Suite 1500
50 O’Connor Street
Ottawa, ON K1P 6L2
Canada
Canadian Transfer Agent
Computershare Investor Services Inc.
100 University Avenue, 8th Floor
Toronto, ON M5J 2Y I
Canada
UK Depository, Custodian and Registrar
Computershare Investor Services Plc
The Pavilions
Bridgewater Road
Bristol BS13 8AE
United Kingdom