REG - Spectra Systems Spectra Systems-SPSC - Annual General Meeting Lack of Quorum

Spectra SystemsAnnouncement

30/07/2024 07:00

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RNS Number : 2905Y  Spectra Systems Corporation  30 July 2024

Spectra Systems Corporation

("The Company" or "Spectra")

Annual General Meeting Lack of Quorum, Removal of Regulation S restrictions
from shares and Exercise of Options

Spectra (AIM: SPSY.L) announces that, having received only 8 ballots, it does
not have enough shareholder votes to achieve a quorum to transact business at
its scheduled 2024 Annual General Meeting on 29 July 2024. The presence in
person or by proxy, duly authorized, of the holders of a majority of the
outstanding shares of stock entitled to vote constitutes a quorum.

A summary of the votes received is as follows:

 Resolution                                          For          Against     Discretion  Withheld    Total
 Elect BJ Penn as Director                                                    -           -

                                                     12,162,853   1,300,348                           13,463,201

 Elect Nabil Lawandy as Director                                              -           -

                                                     13,462,853   348                                 13,463,201

 Elect Jeremy Fry as Director                                                 -           -

                                                     12,162,853   1,300,348                           13,463,201

 Elect Donald Stanford as Director                                            -           -

                                                     12,162,853   1,300,348                           13,463,201

 Elect Barbara Paldus as Director                                             -

                                                     12,162,853   1,300,348                           13,463,201

 Ratification of Appointment of Independent Auditor                           -

                                                     10,417,053   1,320,348               1,725,800   11,737,401

Total shares of stock outstanding as of the record date of  28 June 2024 was
48,228,972. Therefore, only approximately 28% of the shares of stock were
voted.

Removal of Regulation S restrictions from shares

Restrictive legends have also been removed from a further 36,072 shares of
common stock of the Company.

As a result, these share have transferred from the Regulation S stock line
ISIN number USU8457D1091 (AIM:SPSC) into the unrestricted line ISIN number
US84756T1060 (AIM:SPSY).

Exercise of Options

An employee has exercised options over 10,000 shares of common stock of $0.01
each in the Company ("Shares") with an exercise price of $0.32 per share on 3
June 2024. The employee has elected to utilize the net cashless exercise
feature and has therefore surrendered 1,105 shares to the Company. The
employee will be issued 8,995 shares. The shares being issued are restricted
securities as defined in Rule 144 of the US Securities Act of 1933 and have
been issued pursuant to an exemption from registration under Rule 701
promulgated under the US Securities Act of 1933.

Accordingly the Company has issued and will apply for 8,995 shares to be
admitted to trading on AIM, which is expected to take place on or around 2
August 2024 ("Admission").

Following Admission the Company's issued share capital will comprise:

· 752,618 shares in the Regulation S stock line ISIN number USU8457D1091
(AIM:SPSC); and

· 47,476,354 shares in the unrestricted line ISIN number US84756T1060
(AIM:SPSY).

In accordance with the provisions of the Disclosure Guidance and Transparency
Rules of the FCA ("DTRs"), the issued share capital of Spectra upon Admission
is 48,228,972 shares with voting rights attached (one vote per share). There
are no shares held in treasury, therefore this figure may be used by
shareholders as the denominator for the calculation by which they will
determine whether they are required to notify their interest in, or a change
to their interest in, Spectra under the DTRs.

Enquiries:

 

 Spectra Systems Corporation                          Tel: +1 (0)401 274 4700

 Dr. Nabil Lawandy, Chief Executive Officer

 Zeus Capital Limited (Nominated Adviser and Broker)  Tel: +44 (0)20 3829 5000

 Chris Fielding (Head of Corporate Finance)

 Andrew de Andrade (Executive, Corporate Finance)

 Allenby Capital Limited (Joint Broker)               Tel: +44 (0)20 3328 5665

 Nick Naylor/James Reeve (Corporate Finance)

 Amrit Nahal (Sales and Corporate Broking)

 

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