No person receiving a copy of the admission document in any territory other than the UK may treat the same as constituting an offer or invitation to him to purchase or subscribe for ordinary shares nor should he in any event purchase or subscribe for ordinary shares unless such an invitation or purchase complies with any registration or other legal requirements in the relevant territory. Any person outside the UK into whose possession the admission document comes or who wishes to purchase ordinary shares should satisfy himself that, in doing so, he complies with the laws of any relevant jurisdiction and that he obtains any requisite governmental or other consents and observes any other applicable formalities.
The ordinary shares have not been nor will they be, registered under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa. Subject to certain exceptions, the ordinary shares may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa or any person located in the United States. The admission document does not constitute an offer of, or the solicitation of an offer to subscribe for or buy, any ordinary shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction and is not for distribution in, or into, the United States, Australia, Canada, Japan or the Republic of South Africa. The distribution of the admission document in other jurisdictions may be restricted by law and therefore persons into whose possession the admission document comes should inform themselves of and observe such restrictions.
The following information is disclosed in accordance with Rule 26 of the AIM Rules (February 2010):
The Company has not adopted a corporate governance code. The Directors support high standards of corporate governance and confirm that, they will comply, so far as is practicable taking into account the Company’s size and nature, with the provisions of the Quoted Companies Alliance Guidelines for AIM Companies published in 2013.
Last Updated: 08.08.14
The Company is incorporated in the Cayman Islands and, accordingly, transactions in shares of the Company are not subject to, and shareholders in the Company will not have the protection afforded by, the provisions of the UK’s City Code on Takeovers and Mergers. However, the Articles contain provisions that are similar to elements of Rule 9 of the UK’s City Code.
Last Updated: 08.08.14
An audit committee has been established to operate with effect from Admission. The current audit committee is chaired by non-executive director Stephen Charles Coe. Mr. Coe qualified as a Chartered Accountant with PriceWaterhouseCoopers in 1990. Mark Lerdal, the Company’s executive chairman, and non-executive director Peter O’Keefe are the other members on this three-member committee. It meets whenever there is business to discuss and at least twice each year. The audit committee is responsible for ensuring that the financial performance of the Company is properly monitored, controlled and reported on. It also meets the auditors and reviews the auditors’ reports relating to accounts and internal control systems.
Leaf has established a remuneration committee, comprising Mark Lerdal and Peter O’Keefe. The remuneration committee meets at least once a year and reviews the level of directors’ fees and staff remuneration.
Last Updated: 02.06.14
Country of incorporation and main country of operation
Leaf Clean Energy Company is incorporated in the Cayman Islands (Registration Number MC-187481) and its main country of operation is North America. The rights of shareholders may be different from the rights of shareholders in the UK.
Last Updated: 22.07.13
Current constitutional documents
Please click on the link below for the Articles of Association and Memorandum.
Last Updated: 09.07.14
Number of securities in issue
Please click on the link below for details of the number of securities in issue, the number of securities held as treasury shares and, insofar as the Company is aware, the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders. The company's securities are traded solely on AIM.
Last Updated: 12.10.16
Details of any restrictions on the transfer of securities
Ordinary shares in the Company in certificated form shall be transferred by instrument
of transfer in writing in any usual or common form, or in such other form as shall be
approved by the directors. The instrument of transfer shall be executed by or on behalf
of the transferor (and also the transferee in the case of a partly paid share).
The directors may, in their absolute discretion and without giving any reason, refuse to register a
transfer where a share is not fully paid up provided that where any such shares are
admitted to trading on AIM, such discretion may not be exercised in such a way as to
prevent dealings in the shares from taking place on an open and proper basis.
The directors may also refuse to register an instrument of transfer in respect of any share
where inter alia, it is in favour of (i) more than four tranferees; (ii) an investor subject to Title 1 of the Employee Retirement Income Security Act of 1974, as amended, of the United States ("ERISA") or section 4975 of the the Internal Revenue Code of 1986, as amended, of the United States (the "Code") using assets of plans that are subject to Title 1 of ERISA or section 4975 of the Code (including, as applicable, assets of an insurance company general account) or plans, individual retirement accounts, annuities and other arrangements that are subject to the prohibited transaction provisions of section 406 of ERISA or section 4975 of the Code, or to provisions under applicable federal, state, local or other laws or regulations that are substantially similar to such provisions of ERISA or the Code; (iii) a resident of the United States; or (iv) a resident of any other
jurisdiction in which statute or regulation places restrictions on transferability.
Please click on the link below for addtional details about the Company's securities.
Last Updated: 12.10.16
Please click on the link below to access the most recent financial information: Annual Report 2015/2016 (PDF)
For a full document library please visit our Download Centre.
Last Updated: 28.09.16
By 31 October 2016 for the year ended 30 June 2016
By 31 March 2017 for the six months ended 31 December 2016
Last Updated: 29.03.16
Please click on the link below to access notifications made by the Company in the past 12 months.
Admission Document and circulars
Please click on the link below to access the Company's Admission Document dated June 2007.
Last Updated: 30.06.07
Please click on the link below to access the Company's Key Advisors.
Last Updated: 29.03.16