Annual General Meeting Lack of Quorum

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 Dr. Nabil Lawandy, Chief Executive Officer	Tel: [phone]
Zeus Capital Limited (Nominated Adviser and Broker) Chris Fielding (Head of Corporate Finance) Andrew de Andrade (Executive, Corporate Finance)  Allenby Capital Limited (Joint Broker) Nick Naylor/James Reeve (Corporate Finance) Amrit Nahal (Sales and Corporate Broking)	Tel: [phone] Tel: [phone]

 

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