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AIM Rule 26
The information disclosed in this section and elsewhere within the website is in accordance with Rule 26 of AIM Rules for Companies.
Last updated on 16th May 2024
| A description of the company’s business | Company |
| Names of directors and brief biographical details of each | Board of Directors |
| Details of any committees of the board of directors and their responsibilities | Board of Directors |
| Corporate governance | Corporate Governance |
| Significant shareholders, AIM shares in issue, and shares not in public hands | Significant Shareholders |
| Shareholder circulars | Documents & Circulars |
| Key corporate documents | Documents & Circulars |
| Notifications made to AIM in the last 12 months | Regulatory News |
| Financial Statements | Reports & Presentations |
| Details of nominated adviser and other key advisers, company secretary, and registered office | Advisers |
| Country of incorporation and main country of operation | The Company’s main country of operation is the United States. The Company is incorporated under the laws of the State of Delaware in the United States. Accordingly, a significant amount of the legislation in England and Wales regulating the operation of companies does not apply to the Company. In addition, the laws of the State of Delaware will apply to the Company, and such laws may provide for mechanisms and procedures that would not otherwise apply to companies incorporated in England and Wales. The rights of Shareholders are subject to the exclusive jurisdiction of the courts of the State of Delaware and are governed by Delaware law and by the Company’s Certificate of Incorporation and Bylaws, which may differ from the typical rights of Shareholders in the United Kingdom and other jurisdictions. Further details of the key provisions of the Company’s Certificate of Incorporation and Bylaws and a description of the principal differences between the corporate structure of the Company and that of a public limited company incorporated in England and Wales under the Companies Act are set out in the Company’s Admission document. |
| UK City Code on Takeovers and Mergers | The Company is a Delaware corporation and therefore it is not subject to the UK’s Takeover Code. As a result, the protections that are afforded to Shareholders under the Takeover Code, for example in relation to the conduct of a takeover of a company, announcement obligations and certain stakebuilding activities, do not apply to the Company. Although the Company has inserted certain provisions into the Certificate of Incorporation which adopt similar procedures to Rule 9 of the UK Takeover Code, there is no assurance that the courts of the State of Delaware will uphold or allow the enforcement of these provisions. Further details relating to these provisions are set out at paragraph 6 of Part VI of the Company’s Admission document. |
| Trading platform and exchanges | FADEL Partners Inc shares are traded on AIM only. They are not traded on any other exchange or trading platforms. |
| Restrictions | The Shares are subject to the conditions listed under Rule 903(b)(3), or Category 3 of Regulation S of the US Securities Act. The Shares are “restricted securities” as defined in Rule 144 under the US Securities Act. Purchasers of the Shares may not offer, sell, pledge or otherwise transfer Shares, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US Person, except pursuant to a transaction meeting the requirements of Rules 901 to 905 (including the Preliminary Notes) of Regulation S, pursuant to an effective registration statement under the US Securities Act or pursuant to an exemption from the registration requirements of the US Securities Act. The Shares trade on AIM in a restricted line of Shares under the symbol FADL. The Shares (represented by the depository interests) held by non-affiliates of the Company and any Shares subsequently deposited with CREST against the issuance of depositary interests will be held in the CREST system and identified with the marker “REG S”. The “REG S” marker indicates that the Shares held in the CREST system may not be taken up, offered, sold, resold, delivered or distributed, directly or indirectly, within, into or from the United States or to, or for the account or benefit of, US Persons except (i) in an offshore transaction meeting the requirements of Regulation S, (ii) pursuant to an available exemption from registration under the US Securities Act, or (iii) pursuant to an effective registration statement under the US Securities Act. Further hedging transactions involving the Shares may not be conducted unless in compliance with the US Securities Act. Further details relating to these provisions are set out in the Part IX Company’s Admission document. |