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Existing Shares
Notice to Holders of Shares Bearing a Restrictive Legend
Certain shareholders hold shares which bear the following legend.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR SAID LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER, INCLUDING REGULATION S GOVERNING OFFERS AND SALES MADE OUTSIDE THE UNITED STATES AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM SAID ACT AND SAID LAWS.
These shares rank pari pasu in all respects with all other shares. In general, these shares were issued to holders of Asterand, Inc. shares prior to the merger of Pharmagene and Asterand which completed in all respects on 3 January 2006. In addition, shares bearing this legend have also been issued to certain holders of share options who are resident in the United States of America.
If you are the holder of such shares these may only be sold in a transaction which is exempt from the requirement for registration under the US Securities Acts. One exemption is the sale of these shares in a USA "offshore" transaction provided they are not offered for sale to US persons. In order to sell shares in this manner shareholders are required to complete a "Certificate of the Seller", which can be downloaded on the attached link: here. This Certificate should be completed and sent to:
The Company Secretary
Asterand plc
2 Orchard Road
Royston
Herts SG8 5HD
UK
Fax +44 1763 211556
A sale of legended shares will only be permitted once the company has received and reviewed and approved the Certificate of the Seller.
This information is provided for information only and does not constitute advice to a holder of shares. Each holder is required to ensure their own compliance with the laws of their own jurisdiction. Asterand, its Directors and Officers will not accept liability for a shareholders compliance with laws relating to the sale of their shares.
Further information may be obtained from the Company Secretary, Asterand plc (telephone +44 1763 211600) or invest@asterand.com.
Asterand plc is registered in England and Wales under Company No. 3355618
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