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The following information is provided pursuant to Rule 26 of the AIM Rules for Companies – Company Information Disclosure.
See About Us
Sandvine Corporation is incorporated under the Business Corporations Act (Ontario), and its corporate headquarters is in Waterloo, 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.
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
For public documents, including prospectuses, admissions documents, articles of association, and any documents mailed to shareholders in the last 12 months, see Reports and Filings. For all press releases, see Press Releases. For press releases distributed over RNS to meet AIM disclosure requirements only, see RNS News.
Sandvine's shares are listed on AIM (SAND) in London and the TSX (SVC) in Toronto. As of March 1, 2010 Sandvine had 135,944,089 common shares in issue, none of which were held in treasury. Insofar as Sandvine is aware, based on the best information available to the Company, including through the TSXConnect data service and insider filings, 14.1% of the Company's shares are 'not in public hands' (as defined in the AIM Rules) and 11.5% of the Company's shares are held by "significant shareholders" (as defined in the AIM Rules)*:
Shareholder |
Shares |
Percent |
Filing updated |
|---|---|---|---|
| Fidelity Management & Research Company 1 |
15,673,386 |
11.5% |
Jun 30, 2009 |
| Dave Caputo | 3,382,289 |
2.5% |
Mar 5, 2010 |
| Scott Hamilton | 103,211 |
0.08% |
Feb 19, 2010 |
| Mark Guibert | 29,366 |
0.02% |
Jul 13, 2007 |
| John Keating | 130,000 |
0.10% |
Oct 15, 2008 |
Total |
19,318,252 |
14.2% |
Shareholder |
Shares Held |
Percent |
Filing Date |
|---|---|---|---|
| Fidelity Management and Research 1 | 15,673,386 |
11.5% |
Jun 30, 2009 |
Total |
15,673,386 |
11.5% |
1. Including Pyramis Global Advisors, LLC and Pyramis Global Advisors Trust Company
* "Significant shareholders" under the AIM rules means holders of more than 3% or more of Sandvine's issued share capital. As a corporation incorporated under the Business Corporations Act (Ontario), Sandvine 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 disclose to Sandvine 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.
Sandvine' shares are fully fungible between AIM and the TSX and currently all outstanding shares are free trading. Sandvine'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.
Nominated Advisor
Canaccord Adams Limited Canada
Cardinal Place
7th Floor
80 Victoria Street
London SW1E 5JL
Auditors
PriceWaterhouseCoopers LLP
Chartered Accountants
Kitchener, Ontario, Canada
Legal Counsel
Stikeman Elliott LLP
Toronto, Ontario, Canada
Transfer Agents and Registrars
Computershare Investor Services Inc.
Toronto, Ontario, Canada