ELECTRONIC TRANSMISSION DISCLAIMER
IMPORTANT NOTICE: You must read the following disclaimer before continuing. The following notice applies to the attached document, which has been made available to you in electronic form, and you are therefore advised to read this notice carefully before reading, accessing or making any other use of the attached document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. You acknowledge that this electronic transmission and the delivery of the attached document is confidential and intended only for you, and you agree you will not forward, reproduce, copy, download or publish this electronic transmission or the attached document (electronically or otherwise) to any other person. Failure to comply with this notice may result in a violation of the US Securities Act of 1933, as amended (the “Securities Act”) or the applicable securities laws of other jurisdictions. Except as provided in this electronic transmission, neither the document, nor any copy of it, may be taken, transmitted, distributed or released, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or any other jurisdiction in which the taking, transmission, distribution or release may be unlawful (or to any resident thereof).
IF YOU ARE NOT THE INTENDED RECIPIENT OF THIS ELECTRONIC TRANSMISSION AND THE ATTACHED DOCUMENT, PLEASE DO NOT DISTRIBUTE, DISSEMINATE OR COPY THE INFORMATION CONTAINED IN THIS ELECTRONIC TRANSMISSION AND THE DOCUMENT, BUT INSTEAD DELETE AND DESTROY ALL COPIES OF THIS ELECTRONIC TRANSMISSION AND THE DOCUMENT.
THIS ELECTRONIC TRANSMISSION AND THE DOCUMENT MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES IN “OFFSHORE TRANSACTIONS” AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT OR OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ELECTRONIC TRANSMISSION AND THE DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION AND THE DOCUMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
This electronic transmission, the attached document and the offer referred to therein, when made, are only addressed to and directed at persons in member states (“Member States”) of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (“Qualified Investors”). In the United Kingdom, this document is addressed to, and is directed only at, “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 (as amended) and regulations made under that Act: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and Qualified Investors falling within Article 49(2)(a) to (d) of the Order; and/or (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on: (i) in the United Kingdom, by persons who are not relevant persons; and (ii) in any Member State of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only to: (i) in the United Kingdom, relevant persons; and (ii) in any Member State of the EEA, Qualified Investors; and (iii) persons to whom an offer of Placing Shares may otherwise be lawfully made, and will be engaged in only with such persons.
Nothing in this electronic transmission or the attached document constitutes an offer of securities for sale in the United States of America, its territories and possessions, any State of the United States or the District of Columbia (together, the “United States”). The securities referred to herein have not been and will not be registered under the Securities Act, or other securities laws of the United States, and may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, except pursuant to a registration statement that has been declared effective under the Securities Act or in transactions exempt from, or not subject to, the registration requirements of the Securities Act or any other applicable securities laws of the United States.
Confirmation of your representation. By accepting electronic delivery of the attached document, you are deemed to have represented to SP Angel Corporate Finance LLP (“SP Angel”) and Spectral MD Holdings, Ltd. (the “Company”) that: (i) you are, or are acting on behalf of an institutional investor outside the United States (as defined in Regulation S under the Securities Act); (ii) if you are in the United Kingdom, you are a relevant person; (iii) if you are in any Member State of the EEA, you are a Qualified Investor; (iv) if you are outside the United Kingdom and the EEA (and the electronic mail addresses that you gave us and to which this document has been delivered are for accounts not located in such jurisdictions), you are a person into whose possession this document may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located; (v) you acknowledge that this electronic transmission and the document is confidential and intended only for you and you will not transmit the document (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person; and (vi) you acknowledge that you will make your own assessment regarding any legal, taxation, financial or other economic considerations with respect to your decision to subscribe for or purchase any of the securities referred to herein.
The attached document has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Company, SP Angel, nor any of their respective affiliates, directors, partners, officers, employees or agents, accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and any hard copy version. By accessing the attached document, you consent to receiving it in electronic form. A hard copy of the document will be made available to you only upon request.
Restriction. Nothing in this electronic transmission or the attached document constitutes, or may be used in connection with, an offer of securities for sale to persons other than the specified categories of institutional investors described above and to whom they are directed, and access has been limited so that they shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to subscribe for any of the securities described herein.
Neither SP Angel, nor any of their respective affiliates, nor any of their respective directors, partners, officers, employees or agents, accepts any responsibility whatsoever for the contents of this document or for any statement made or purported to be made by them, or on their behalf, in connection with the Company or the offer. SP Angel, their respective affiliates and their respective directors, partners, officers, employees and agents accordingly disclaim all and any liability, whether arising in tort, contract or otherwise which they might otherwise have in respect of such document or any such statement.
No representation or warranty, express or implied, is made by SP Angel, any of their respective affiliates or any of their respective directors, partners, officers, employees or agents as to the accuracy, completeness, reasonableness, verification or sufficiency of the information set out in this document. SP Angel are acting exclusively for the Company and no one else in connection with the Placing referred to herein.
SP Angel will not regard any other person (whether or not a recipient of this document) as their client in relation to the Placing referred to herein and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for giving advice in relation to the Placing or any transaction or arrangement referred to herein.
You are responsible for protecting against viruses and other destructive items. Your receipt of the attached document via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
The Admission Document is available in PDF format to download here.