Investor Information
Welcome to the Investor area of the PowerFilm web site.
This area of the site contains all information which is required to be disclosed in accordance with Rule 26 of the AIM Rules (February 2007).
Link to PowerFilm on London AIM
PowerFilm, Inc., “the Company,” is a developer and manufacturer of thin, flexible solar panels based on a proprietary low cost production process. The Company’s objective is to target the building integrated solar power market and to continue to supply products for selected portable and remote solar power applications. PowerFilm is based in Ames, Iowa, in the United States.
PowerFilm was founded in 1988 by Dr Frank Jeffrey and Dr. Derrick Grimmer, both former 3M research physicists, with a combined 67 years of experience in semiconductor and solar energy research and development. Since 1988, the Company has focused on developing thin film solar panel technology and an industrial scale manufacturing process to produce low cost solar panels on a high volume basis. Elements of the Company’s low cost technology and manufacturing process includes the use of: a durable, flexible plastic substrate; roll-to-roll manufacturing to minimize handling costs; amorphous silicon to avoid dependence on the silicon wafer market cycle; and printed interconnects to automate the cell connection process.
- Dr. Frank Jeffrey (57), Co-Founder and Chief Executive Officer
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Has worked in the semiconductor and solar energy field since 1972
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Before founding PowerFilm, was a Senior Physicist at 3M (1982 – 1988) and prior to that a Research Physicist and Program Manager at the US Department of Energy’s National Renewable Energy Laboratory and a Process Engineer at Texas Instruments Inc
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PhD in Physics from Iowa State University
- Merlin Hanson (67), Non-Executive Chairman
- Currently Chief Financial Officer of Direct Communications Inc
- Formerly a Partner at McGladrey & Pullen LLP, a US-based certified public accounting and consulting firm (1972 – 1999)
- Extensive experience of board directorships, having served as Board Director of McGladrey & Pullen (1982 – 1986), and on the Board of Directors of Goodwill Industries International (1987 – 1996)
- BSB in Accounting from the University of Minnesota
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David Lindop (46), Non-Executive Director
- Currently Finance Director of Waterbridge Group, a UK-based property investment company with assets in excess of £100m
- Has served senior financial roles including Finance Director in a number of companies including Speciality Shops plc (1987 – 1997) and Regalian Properties plc (1998 – 2001), both LSE listed companies
- Has acted as a Non-Executive Director of AIM listed medical devices company Tissue Science Laboratories plc since 2001
- BA (Hons) in Economics and Politics from the University of Sheffield
Audit Committee
The Audit Committee has a primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls. The Audit Committee consists of Merlin Hanson and David Lindop.
Remuneration Committee
The Remuneration Committee determines the terms and conditions of service, including the remuneration and grant of options to Directors and senior management under the 2006 Stock Option Plan and determination of suitable performance criteria for such options. The Remuneration Committee consists of Merlin Hanson and David Lindop.
Corporate Governance
PowerFilm intends, where practicable, to comply with the main provisions of the principles of good governance and code of best practive prepared by the Committee on Corporate Governance chaired by Sir Ronald Hampel published in July 2003 (the “Combined Code”). The Directors intend to take account of the requirements of the Combined Code to the extent that consider it appropriate, having regard to the Company’s size, stage of development and resources and the fact that it is incorporated in the U.S.A. rather than in the United Kingdom.
Since the Company is not currently subject to the rules and regulations of one of the national securities exchanges or national securities associations such as the New York Stock Exchange, the American Stock Exchange or NASDAQ, the Company is not required to comply with the corporate governance requirements imposed by these organizations pursuant to regulations issued by the U.S. Securities and Exchange Commission under the Sarbanes-Oxley Act of 2002.
- Country of Incorporation and Main Country of Operation
PowerFilm, Inc. is incorporated in the state of Delaware in the United States. The company’s main country of operations is the United States, although it has global commercial activity.
Because the Company is not incorporated in the U.K., the rights of shareholders may be different from the rights of shareholders in a U.K. incorporated company.
- Articles of Incorporation and Bylaws
Articles of Incorporation
Bylaws
PowerFilm, Inc.’s shares are traded on the AIM market of the London Stock Exchange plc.
Total Issued Shares (Common Stock): 36,388,959 shares
Percentage of AIM securities not in public hands: 59.5%
Identity and Percentage of Significant Shareholders:
| |
Frank Jeffrey |
30.3% |
| Derrick Grimmer |
29.2% |
| Fidelity |
7.6% |
| Quercus Trust |
7.3% |
| Schroders |
4.4% |
| Steve Martens |
4.0% |
- Annual and Half-Year Reports
PowerFilm Announces Results for the Year Ended 31 December 2007
PowerFilm Inc Press Release 2007 First Half Results
PowerFilm Annual Report 2006 (PDF Download)
PowerFilm Inc 2006 First Half Results(PDF Download)
- Announcements
(PDF Downloads)
Delivery of Meter-Wide Delivery
Production from new 13-inch machines commences
Director/PDMR Shareholding
PowerFilm Inc Trading Update
PowerFilm Inc Press Release Holdings Notification
PowerFilm Inc Press Release 2007 First Half Results
Blocklisting Interim Review
Fundraising of GBP 7.9m
US Army Development Contract
Director/ PDMR Shareholding
Notice of Results
2006 Final Result
Blocklisting Applications
Trading Update
Strategic Partnership with Corus for Building Integrated Solar Power Products
Portable and Remote Contract Win
PowerFilm Announces First Day of Dealings on AIM
Admission Document(PDF Download)
AIM Nominated Adviser and Broker
Nomura Code Securities Limited
1 Carey Lane
London EC2V 8AE
U.K.
Nomura Code is a member of the Nomura group of companies and is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange. Nomura Code is registered in England no. 4778512. Registered Office: Nomura Code Securities Limited, 1 Carey Lane, London, EC2V 8AE.
Independent Auditor
RSM McGladrey, Inc.
400 Locust Street, Ste. 640
Des Moines, IA 50309-2372
U.S.A.
PowerFilm Listed on AIM market of the London Stock Exchange
In May of 2006 PowerFilm, Inc. listed its common shares for trading on the Alternative Investment Market ("AIM") of the London Stock Exchange in connection with a public offering of the shares to institutional investors in the United Kingdom and elsewhere in Europe. The offering was consummated pursuant to Regulation S as promulgated by the Securities and Exchange Commission under the Securities Act of 1933. Regulation S provides an exemption from the registration requirements of the Securities Act for shares that are offered and sold in "offshore transactions" to persons who are not "US Persons," which can be broadly defined to be persons who are not residents of the United States or acting on behalf of residents of the United States.
Shares that are offered and sold in "offshore transactions" pursuant to Regulation S continue to be "restricted securities" under the Securities Act and may not be resold to the "US Persons" until they have been registered under the Securities Act or an exemption from registration is available. For this reason, the shares of PowerFilm, Inc. currently may be traded only in offshore transactions among investors who are not "US Persons," as that phrase is defined in Regulation S.
The shares of PowerFilm, Inc. may become available for purchase by US Persons in the future if PowerFilm, Inc. elects to register its shares under the Securities Act or if its future growth and expanding shareholder base requires it to register in the United States under the Securities Exchange Act of 1934. However, PowerFilm, Inc. has no current plans to register its shares in the United States.
UNITED STATES INVESTORS:
Please be advised that shares of PowerFilm, Inc. are not currently available for purchase by investors in the United States.
The foregoing information is not intended to be legal advice and interested individuals should contact their own legal advisors.
Legislation in the United Kingdom governing the preparation and dissemination of financial information differs from legislation in other jurisdictions.
Last Update: December 10, 2007
