There are a number of differences between the corporate structure of the Company and that of a public limited company incorporated in the UK under the Companies Act. While the Directors consider that it is appropriate to retain the majority of the usual features of a U.S. corporation, they have taken certain actions, where practicable, to meet UK standard practice. However, investors should be aware that the rights of stockholders in the Company may be different from the rights of shareholders in a UK incorporated company.
The corporation law of Delaware establishes a different governance and executive management structure from that of a typical English company. The control and management of the Company is divided between Shareholders, a Board of Directors and officers of the Company. The Board is elected by the Shareholders at a meeting called for that purpose. The Board is entitled to exercise its powers through committees and to appoint officers. Officers have general powers and duties of day-to-day supervision and management of the Company. For example, the functions of ‘‘Managing Director’’ and ‘‘Finance Director’’ in English companies are typically undertaken in a Delaware corporation by the Chief Executive Officer and Chief Financial Officer, respectively (who in these roles are officers, and not directors, of the Company).
The Directors are committed to maintaining high standards of corporate governance. They take account of the requirements of the UK Combined Code on Corporate Governance to the extent they consider it appropriate having regard to the Company’s size, stage of development and resources, and the fact that Planet Payment, Inc. is incorporated in the U.S. rather than the UK. The roles of chairman and chief executive officer in the Company are currently exercised by one person, Philip Beck. The Directors believe that Mr. Beck’s holding of this dual role is in the Company’s best interests, given the current stage of the Company’s development. The Directors will monitor this structure going forward.
Lady Barbara Judge and Cameron McColl are regarded by the Company as independent non-executive directors for the purposes of the Combined Code. The Company is not currently subject to the rules, regulations and corporate governance requirements imposed upon U.S. public companies in particular under the Sarbanes-Oxley Act of 2002. However, the Directors do take into account U.S. corporate governance best practices.
The Board currently consists of six members, three of whom are non-executive Directors. The Board is divided into three classes. Directors are assigned to each class in accordance with the Company’s Bylaws and resolutions adopted by the Board, with the number of directors in each class to be divided as equally as reasonably possible. At each annual meeting of shareholders, one class of Directors is nominated for re-election, while the other classes are not. With respect to the class up for re-election, Directors are then elected for a new three-year term. This structure is intended to provide greater stability on the Board, as it staggers the turnover of the Board over three years.
In recognition of the particular circumstances of time and travel commitments of the non-executive Directors and to attract such non-executive Directors, the Company has agreed to provide annual cash remuneration to non-executive directors, together with additional incentivisation by awards of share options. In doing so, the Company has taken into account the remuneration packages typically put in place for non-executive directors in the U.S. (which often include such awards) and the UK, and the benefits of aligning the non-executive Directors’ interests with those of Shareholders in the Company.
The Company holds regular board meetings. The Directors are responsible for formulating, reviewing and approving the Company’s strategy, budget and major capital expenditures. The Directors have established an audit committee, a remuneration committee and a nomination committee with formally delegated rules and responsibilities. For further information on the Board Committees see Committees
The Directors comply with Rule 21 of the AIM Rules relating to dealings by directors of the Company, and will take all reasonable steps to ensure compliance by the Company’s applicable employees. The Company has adopted a share dealing code for its Directors, officers and employees to facilitate compliance with this rule.
Remuneration Committee
The remuneration committee of the Board meets regularly and at least twice per year. In accordance with its terms of reference, the remuneration committee will review the scale and structure of the remuneration and benefits packages of the executive Directors and other executive officers, including share options. The remuneration committee will also either approve all grants of share options to employees and consultants, or make recommendations to the Board with respect to such grants. The remuneration and terms and conditions of appointment of the non-executive Directors will be determined by the entire Board of Directors. Remuneration Committee Terms of Reference
Remuneration Committee Membership: Cameron McColl, Jonathan Kaiden and Lady Judge
Nomination Committee
The nomination committee identifies and nominates candidates for election to the Board of Directors, oversees evaluation of the Board of Directors, and handles various corporate governance matters. The nomination committee will meet regularly and at least twice per year. Nomination Committee Terms of Reference
Nomination Committee Membership: Philip Beck and Cameron McColl
Audit Committee
The audit committee will meet regularly and at least twice per year. In accordance with its terms of reference, the committee will review, act on and report to the Board of Directors with respect to various auditing and accounting matters, including the selection of Planet Payment’s auditors, the scope of the annual audits, fees to be paid to Planet Payment’s auditors, the performance and independence of Planet Payment’s auditors and the accounting practices of Planet Payment and Planet Payment’s accounts. It will also receive and consider reports from management on those matters. Audit Committee Terms of Reference
Audit Committee Membership: Cameron McColl and Jonathan Kaiden
OTCQX FAQ’s
Trading on the OTCQX and Transfer of Shares from the UK Stock Register to the US Stock Register
1. What is the OTCQX? back to top
OTCQX is a new premium listing service for issuers of securities that are traded over-the-counter (OTC). The OTCQX trading, quotation and disclosure platform, comprised of the PremierQXSM and PrimeQXSM tiers, is designed to distinguish public companies meeting certain enhanced disclosure and other criteria from the nearly tens of thousands of securities traded OTC. Additional information is available on www.otcqx.com.
2. What is Planet Payment’s US stock symbol? back to top
Planet Payment’s unrestricted Common Shares trade in the US on the OTCQX under the ticker “PLPM”, with the stock price quoted in US dollars. Shares of Planet Payment continue to be traded on the London Stock Exchange’s AIM market under the tickers “PPT” (unrestricted) and “PPTR” (Reg. S shares), with the stock price continuing to be quoted in Pounds Sterling.
3. Do Planet Payment shares now have to be traded in the US? back to top
No, the Company’s shares continue to trade on the AIM market, and you and your broker should work together to decide whether to trade shares in the US or UK.
4. How do I trade shares on the OTCQX? back to top
Planet Payment’s unrestricted stock are tradeable on the OTCQX under the ticker symbol “PLPM”. Most US brokers and many of the online trading systems are enabled to buy and sell shares which are listed on the Pink Sheets including the OTCQX. It is recommended that you speak to your broker or other financial advisor before trading in any stock.
5. Can I now hold my shares in a US brokerage account? back to top
Yes, although in theory it was always possible to hold Planet Payment stock through your broker, in practice many brokers had difficulty in dealing with an AIM listed stock. Now, because Planet shares are traded in the US and are eligible for settlement through the Depository Trust Company (“DTC”), US brokers can deposit your Planet unrestricted stock, whether PPT or PLPM, into a US brokerage account.
6. How do I deposit my shares into a U.S. brokerage account if I have a physical stock certificate? back to top
In all cases you will need to work with your broker so please direct your broker to these instructions.
(a) If your certificate has a restrictive legend on it, you will need to determine if the legend can be removed since only unrestricted stock can be held in this manner. Generally, if you have held the shares for more than a year and you are not an affiliate of the Company, you will be eligible to have the legend removed.
If you have any questions please contact our Investor Relations department at investors@planetpayment.com.
(b) The broker then needs to complete a “UK to US Removal Form”. Complete a downloadable form, available by clicking here: UK to US Removal Form
(c) You will need to sign a form to transfer your shares to your broker. In the US, ask your broker for a US style Stock Power. In the UK, ask your broker for a UK style Stock Transfer form.
(d) The share certificate(s), removal form and share transfer should be sent by overnight delivery to:
Computershare Investor Services Inc
Attn: Karen Correia - Global Transaction Unit
250 Royall Street
Canton, MA 02021
USA
Tel: +1 877-624-5999
Or to
Computershare Investor Services (Channel Islands) Limited
Ordnance House
31 Pier Street
St Helier, JERSEY
JE4 8PW
United Kingdom
7. How do I deposit my shares into a US brokerage account if I have shares held in CREST? back to top
In all cases you will need to work with your broker so please direct your broker to these instructions.
(a) The first thing your broker will need to do is to withdraw the shares from their CREST account into the broker’s nominee account name by submitting a CREST Stock Withdrawal.
(b) At the same time the CREST Stock Withdrawal is processed, the UK broker completes the required form to remove the shares from the UK to the US. Complete a downloadable form, available by clicking here: UK to US Removal Form
The manually completed form can be
emailed to: !ALLUKGlobalTransactionTeam@computershare.com
or
sent by facsimile to +44 (0) 870 889 3120 attn: John Gorski.
8. Are there fees involved in moving the stock? back to top
Computershare charges fees for transferring shares between the US and the UK registers. Their current fee schedules can be obtained from www.computershare.com. Planet Payment does not charge any fees for this process nor for providing assistance to shareholders in connection therewith. You should consult your broker as to whether they charge any fees for handling this process for you, separate from any trading commissions or charges.
9. Does this mean that Planet Payment is now a US Public Company? back to top
Planet Payment’s shares can be freely purchased by anyone, including US persons, whether through AIM or OTCQX. However Planet Payment has not filed a registration statement with the SEC, nor will it be subject to the SEC reporting requirements, including Sarbanes Oxley Act compliance at this time. Accordingly, although its shares are publicly traded in the US, the Company does not currently have all of the obligations and expense that goes along with being a public company under US Securities laws, nor some of the privileges. The Company is, however, subject to the public disclosure requirements of the OTCQX, which include quarterly financial reporting. Additional information is available on www.otcqx.com.
10. If I buy shares on AIM do they have to be held in the UK or vice versa? back to top
No, because of Computershare’s advanced Global registry systems, shares purchased in either country can be held on the share register in the other by transferring the shares between the US and the UK registers, according to which form of holding suits the investor best.
11. If you have any queries please contact Computershare at: back to top
In the US:
Global Transaction Unit NA (USA)
T:
+1 877-624-5999 (Toll free)
+1 781-575-4086 (Local)
Fax:
+ 1 617-360-6841
Email:
USAllGlobalTransactionTeam@computershare.com
Or in the UK:
John Gorski
Manager Global Transaction Unit - United Kingdom
Computershare
John.gorski@computershare.com
!AllUKGlobalTransactionTeam@computershare.co.uk
T:
+44 (0) 870 702 0002 x1075
M:
+44 (0) 79 2005 3685
www.computershare.com
AIM FAQ’s
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1. When did Planet Payment, Inc. become a public company? back to top
The Company’s shares of Common Stock were admitted to trading on the AIM Market of the London Stock Exchange on March 20th 2006. On November 19, 2008, the shares of Common Stock were listed on the OTCQX tier of Pink OTC Markets in the United States. Please note that Planet Payment, Inc. is not yet treated as a public company in the United States although its securities are publicly traded in the United States. For further information see question 10 and the FAQ’s-OTCQX.
2. What is AIM? back to top
AIM is the Alternative Investment Market of the London Stock Exchange. It is a “junior” market of the London Stock Exchange in that it was established for the express purpose of enabling younger, smaller companies to have access to the financial market and to enable their shares to be publicly traded. Further information on AIM may be obtained from the London Stock Exchange’s Website
3. How do I find out the trading price of the Company’s shares? back to top
On AIM the Company’s shares trade under the ticker symbols “PPT” for unrestricted shares and “PPTR” for restricted or Reg S shares. You can view prices through the usual Internet sources, directly from the London Stock Exchange website or by clicking here. If you are not in the UK and you are using one of the popular financial search engines to look up stock quotes, you will need to select “UK” or “London Stock Exchange” before inputting the ticker symbols. On some search engines, using the ticker “PPT.L”, or “PPTR.L” (.L indicates the London Exchange), may achieve the same result.
On OTCQX the Company’s shares trade under the ticker symbol “PLPM” on the OTCQX Market.
4. How do I trade in shares? back to top
Many brokers in the UK and elsewhere will be able to deal in AIM traded stocks such as the Company’s. If there are any questions, have your broker contact the Company’s principal broker and market-maker Canaccord Adams Limited. In the United States they may be contacted at (617) 371-3749
5. What is CREST Settlement? back to top
Trades on AIM of the Company’s Unrestricted Common Shares, which are traded under the ticker symbol PPT, can be settled electronically through the UK’s CREST settlement system. This means that you will no longer need to hold and present a physical share certificate in order to sell your shares and instead you will receive a Depositary Interest in the shares, which is held in electronic or “dematerialised” form.
6. What is a Depositary Interest? back to top
A Depositary Interest is a facility provided by our Registrar, Computershare Investor Services PLC. The facility allows an interest in the Company’s unrestricted PPT shares, held electronically, rather than the actual shares represented by physical certificates, to be settled through the UK CREST electronic settlement system, This facility will make settlement of trades easier and faster. The underlying shares continue to be listed and traded, while the Depositary Interests are transferred in the UK CREST system to settle those trades. Holders of Depositary Interests have the same rights as holders of Common Shares (for example, to receive all shareholder notices, to vote at meetings, to receive dividends etc).
7. What happens to my share certificate if I choose to put my shares into CREST? back to top
Through CREST, settlement of trades takes place in ‘dematerialised’ form. This means that a physical share certificate is not produced, although your stockbroker will provide you with a record of your shareholding in a regular statement. Generally, your stockbroker offers a ‘nominee’ service, under which the shares are dematerialised and held on your behalf in a nominee account. In order to make use of this service you will have to deliver your share certificate(s) to your broker. Alternatively, it is possible to gain sponsored membership of CREST and hold Depositary Interests in your own name, rather than through a broker. Your stockbroker can advise you on the most suitable option.
8. How do shareholders with Unrestricted, PPT shares transfer their holding into CREST? back to top
You should contact your broker who will explain and help you through the process. You can “dematerialise” your shares and put them into CREST at any time. If you have not done so by the time you come to sell your shares, this is not a problem, as they will be dematerialised as part of the settlement process.
9. UK Stamp Duty back to top
Trades in the Company’s physical shares are exempt from UK stamp duty. However, when using CREST settlement, as for all other UK company shares, purchasers of Company Depositary Interests will have to pay UK Stamp Duty, at the rate of 0.5% of the purchase price, which will be charged upon settlement.
10. What does it mean if I have “restricted stock”? back to top
“Restricted stock”, which the London Stock Exchange classifies as “REG S” stock, and “unrestricted stock” are part of the same class of shares and have exactly the same rights and privileges in the Company. Restricted stock is subject to certain restrictions on the sale of securities to U.S. persons, under the United States Federal and State Securities laws. Although the Company’s shares are publicly traded in the U.K. and the U.S. via the OTCQX it is not yet considered a public company under US securities laws, and therefore shares that issued by the company for cash or purchased from affiliates are “restricted” and this means they have to be issued with a legended certificate. However, this will not prevent you from selling shares in the ordinary way through AIM. Holders of restricted stock will be required to sign a declaration and have their brokers sign a declaration that they have not knowingly arranged to sell their shares to a U.S. person (it is expected that, so long as you trade shares in the ordinary course through the AIM market, you will not know who the purchaser of your shares is).
PPTR shares can be purchased through AIM by US residents, as well as residents of the UK and other countries, subject to delivery of the seller representations noted above and a physical share certificate on settlement.
11. How do I know if I have restricted or unrestricted stock? back to top
All share certificates of the Company issued prior to March 20, 2006, were originally issued with a “restricted stock” legend endorsed on the back. Certificates for restricted stock issued since March 20, 2006 have the words “Restricted Securities” on the front. If there is no restrictive legend on the Certificate, then the shares are unrestricted. Unrestricted shares have also been issued under a separate ISIN No. USU726031185 and CUSIP No. U72603118, which appear on the front of Certificates issued after March 20, 2006.
As a general rule this restriction lapses one year after the stock is first issued and if it has lapsed you are entitled to receive a new certificate with the legend removed. In order to do so, you will have to send your existing share certificate to the Company’s registrar with a written request to remove the legend, at the following address:
Computershare Investor Services (Channel Islands) Limited
P. O. Box 83
Ordnance House, 31 Pier Road
St. Helier
Jersey JE4 8PW
United Kingdom
Telephone: +44 (0) 1534 825 230
Telecopier: +44 (0) 1534 825 247
If you are in fact eligible to have the legend removed then the registrar will issue a new share certificate to you.
Directors, Executive Officers and major shareholders who are treated as “affiliates” under U.S. law are subject to different restrictions and will need to contact the Company to ensure appropriate handling of any share sales.
If you are in any doubt as to whether or not you have restricted stock please contact investors@planetpayment.com or click here.
12. How do I find out more information about the Company? back to top
As a public company under London Stock Exchange rules, Planet Payment will from time to time issue announcements and press releases regarding its activities. Company announcements are available by clicking here.
Information about the Company at the time of its admission to AIM, may be viewed in the IntentToFloat.pdf and the Admission Document
In addition the Company will publish and quarterly results and full year audited financial statements which will be distributed to shareholders prior to each Annual Meeting. These are available for download by clicking here
For general information about the Company, its products and business, click here
13. How do I find out more information about my shareholding? back to top
The Company’s Registrar and Transfer Agent is:
Computershare Investor Services Inc
Attn: Karen Correia - Global Transaction Unit
250 Royall Street
Canton, MA 02021
USA
Tel: +1 877-624-5999
OR
Computershare Investor Services (Channel Islands) Limited
P. O. Box 83
Ordnance House, 31 Pier Road
St. Helier
Jersey JE4 8PW
United Kingdom
Telephone: +44 (0) 1534 825 230
Telecopier: +44 (0) 1534 825 247
Computershare also has shareholder information available on line through its website at www.computershare.com or www-uk.computershare.com
Alternatively you can contact the Company by calling our Head office in New York on +1 516 670-3200
14. What do I do if I have lost my share certificate? back to top
The Company’s registrar, Computershare, keeps the official record of all shareholdings. If you have lost your share certificate, you may obtain a replacement certificate provided that you execute the required paperwork (consisting of an Indemnity for Lost Certificate). Depending on the number and value of the shares comprised within the lost certificate, indemnity insurance fees may be payable. Please contact Computershare to inquire about replacing your certificate.
WARRANTS FAQ’s
back to top
1. What is the Cash Exercise Model? back to top
Under the “cash exercise method”, you must pay the purchase price of the shares you wish to buy in cash, at the same time as you exercise the Warrant. You may calculate your purchase price by multiplying the number of shares you wish to purchase by the applicable Exercise Price, which you will find in Section 1 of your Warrant Agreement. The number of shares available under each Warrant Agreement is listed on the signature page.
2. What is the “Net Exercise” or “Cashless Exercise” Method? back to top
The “cashless exercise” method enables you to buy shares under your warrant without having to pay the purchase price in cash. This method is only available to you if the fair market value (”FMV”) of Common Shares of the Company is more than the Exercise Price of your Warrant on the date your Exercise Form is received. The FMV is calculated by averaging the closing price of Common Shares on the AIM market for the five (5) trading days ending three days before the date on which the FMV is determined. You can check the recent closing prices of the Company’s Common Shares in the Investor Relations section of the Company’s website at www.planetpayment.com (Click on “Stock Quote”), or on other popular financial search engines (Warrant holders looking up the stock quote on a financial website outside of the United Kingdom may have to enter the stock symbol “PPT.L” or “PPTR.L”, or otherwise select the London Stock Exchange when searching for the quote).
3. How does the “Cashless Exercise” Method Work? back to top
If the FMV is in excess of your Warrant’s Exercise Price then under the “cashless exercise” method, you may purchase your shares without having to make a cash payment. You can do this by, in effect, giving up that portion of your share entitlement under the Warrant that has a value equal to the purchase price for the net number of shares you will be issued. This method has the same effect as if you exercised all of the shares under the Warrant and simultaneously sold just enough shares at the FMV, in order to pay for all of the shares but is more convenient because you do not have to lay out any money.
For example if you wish to exercise a Warrant for 1,000 shares and the Exercise Price is $2.00 and the FMV is $4.00 on the date of exercise, the calculation of the number of shares you will receive is as follows:
(a) Deduct the Exercise Price ($2.00) from the FMV ($4.00), resulting in a difference of $2.00.
(b) Divide that sum ($2.00), by the FMV, $4.00 and multiply the result (0.5 or 50%) by the total number of warrants to be exercised (1,000), yielding you a net share purchase of 500 shares, without the need for you to make any payment.
4. How do I to exercise my Warrant? back to top
In order to exercise a Warrant you must complete the Exercise Form (Schedule 1 of your Warrant). In addition to signing and dating the Exercise Form you will need to enter your name and address, as well as the number of shares you wish to purchase. If you have more than one Warrant, you must submit a separate Exercise Form for each Warrant you wish to exercise. You should then mail your complete original Warrant Agreement, including the completed original Exercise Form to the Company at:
Graham Arad, General Counsel
Planet Payment, Inc.
670 Long Beach Blvd
Long Beach, NY 11561
United States of America
Cash Exercise: If you are using the cash exercise method, you must submit payment by check or wire transfer, at the same time as you submit your Exercise Form as follows:
You can pay the purchase price by either sending a check drawn on a US bank account made payable to “Planet Payment, Inc.” to the address below, or by sending a wire transfer to our account. Please contact the Company for wire transfer instructions
If you are exercising more than one Warrant at the same time, you can send a single payment for the purchase price of all the shares you wish to buy.
Net or Cashless Exercise: Simply write “Cashless Exercise” on the Exercise Form before you mail it. Do not send any money.
Following receipt of the documents and verification that the Exercise Form is properly completed and the full purchase price is paid (if applicable) the Company will forward a confirmation of Exercise. Approximately 14 days thereafter, the Company’s Registrar will mail you your Stock Certificate at the address you put on the Exercise Form.
5. What happens if I do not exercise my Warrant before it expires? back to top
Generally, Warrants issued by the Company have an automatic net exercise feature, if the Warrant has not been fully exercised by the Warrant holder on the date the Exercise Period expires and the FMV is more than the Exercise Price on that date. For example, if your Exercise Period expires on 28th February 2007 and you have not exercised your Warrants before that date but the FMV on 28th February 2007 is greater than the Exercise Price, an automatic net exercise would occur. In that case and you would receive notice from the Company informing you of the number of shares you are entitled to be issued. However, you would only be issued those shares following your return to the Company of your original Warrant Agreement. Please check your Warrant to see if it has this feature.
If the FMV is less than the Exercise Price then your Warrant will lapse if not exercised before the Expiration Date. You can find the Expiration Date in Section 2 of your Warrant.
6. Will I receive PPT/PLPM (Unrestricted) or PPTR (Reg S) shares when I exercise my Warrant? back to top
If you have held your Warrant for less than 1 year on the date you exercise it, you will always receive PPTR shares. If you have held your Warrant for more than 1 year and you exercise it by a cash payment you will receive PPTR shares.
If, however, you have held the Warrant for more than 1 year and you use the “cashless exercise” method you will receive PPT/PLPM shares. All Warrants, which are “automatically” exercised will result in the issuance of PPT shares.
Warrantholders who are “affiliates” of the Company, including directors and officers and other persons who hold securities (e.g. shares and Warrants) representing 10% of the Company’s outstanding stock would normally receive PPTR shares. If you think you may be in this category you should contact the Company for clarification before any exercise.
7. Are there any tax consequences from the exercise of Warrants by either method? back to top
Unless you received your Warrant as compensation for services or the sale value of property, under current U.S. federal tax law, the exercise of a Warrant using the cash method is not a taxable event. Also for U.S. federal tax purposes, your holding period for the purpose of determining whether you have a long-term or short-term capital gain when you eventually sell your shares, will commence on the date on which your Warrant is exercised.
Please consult your tax advisor for the tax consequences of using the cashless exercise method.
NOTE: Different tax effects are likely to apply to warrantholders living outside of the USA. Wherever you live, before you exercise a Warrant you should consult with your own tax, legal or financial advisors to determine the tax implications of a Warrant exercise.
8. Are there any other costs involved in the exercise of Warrant? back to top
The Company does not charge any fees or commissions for the exercise of Warrants. However, if you choose to use a broker or financial advisor to exercise a Warrant on your behalf, you will need to check with them to determine if any fees or commissions will be charged you their service.
9. What do I do if I have lost my original Warrant Agreement, or if I am not sure what rights I may have? back to top
If you have lost your original Warrant Agreement, you may obtain a replacement from the Company by completing an Affidavit and Indemnity for Lost Certificate. In that case, or if you have any other questions regarding your Warrants, please write to the Company at the following address:
Graham N. Arad, General Counsel
Planet Payment, Inc.
670 Long Beach Blvd
Long Beach, NY 11561
United States of America
garad@planetpayment.com
Please take the time now to review each of your Warrants in order to protect your rights. The Company is not responsible if you fail to properly exercise your rights in a timely manner, in which case you may lose your rights without any recourse to the Company.
NOTE: These FAQ’s are provided for information purposes only and are not intended, nor are they to be relied upon as tax or legal advice given by the Company, or any of its officers, directors, employees, or advisors. Different tax effects are likely to apply to warrantholders living outside of the USA. Before you exercise a Warrant you should consult with your own tax, legal, or financial advisors to determine the tax and legal implications of a Warrant exercise. back to top
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