Shares not in public hands
Insofar as the Company is aware, at 24 October 2022, the percentage of securities that is not in public hands is 57.9%.
Statement of the Rights of Shareholders
The rights of shareholders are governed by Delaware Corporate Law and by the Company’s Certificate of Incorporation and Bylaws, which may differ from the typical rights of Shareholders in the UK and other jurisdictions.
Restrictions in transfer of AIM securities
The transfer or resale of
the Company’s common stock to non-U.S. persons (as defined under Regulation S)
is not subject to any restrictions, provided that such transactions are
completed in accordance with the requirements of Regulation S of the Securities
Act of 1933, as amended (the “Securities Act”). Transfers or resales to U.S.
persons may only be made under applicable U.S. securities laws pursuant to a
registration or an exemption from registration.
UK City Code on Takeovers and Mergers
As a US incorporated company, the Company is not subject to the provisions of the City Code. However, certain provisions have been inserted into the Certificate of Incorporation which adopt similar procedures to the City Code in the event of any party (or parties acting in concert) obtaining 30 per cent. or more of the voting rights attaching to the issued Common Stock, but there is no assurance that the courts of the US State of Delaware will uphold or allow the enforcement of these provisions. These takeover provisions will cease to apply if the Common Stock ceases to be admitted to trading on AIM.
Other exchanges and trading platforms
Spectral MD Holdings, Ltd. has not applied or agreed to have any of its securities admitted or traded on any other exchanges or trading platforms.