REG - Spectral MD Holdings - Stockholder waiver granted

Spectral MD HoldingsAnnouncement

07/07/2022 07:17

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RNS Number : 5813R  Spectral MD Holdings, Ltd.  07 July 2022

 

Spectral MD Holdings, Ltd

("Spectral MD" or the "Company")

 

Stockholder waiver granted

 

LONDON, U.K AND DALLAS, TX, U.S. Spectral MD Holdings, Ltd. (AIM: SMD), a
predictive analytics company that develops proprietary AI algorithms and
optical technology for faster and more accurate treatment decisions in wound
care, announces that it has obtained a waiver for the Mandatory Takeover Offer
("Waiver"), in accordance with Article 5 Section (f) of the Company's First
Amended and Restated Certificate of Incorporation ("Charter").

 

As set forth in the Company's AIM Admission document, the Charter requires the
Company's stockholders holding no less than 30 per cent. and no more than 50
per cent. of the Company's common stock of $0.001 par value each (the "Common
Shares") to offer to purchase all of the outstanding Company's Common Shares
from the other stockholders of the Company if they seek to purchase any
additional Common Shares.

 

The Company, in consultation with its Nominated Adviser and its stockholders,
has determined that it is in the best interests of the Company to obtain this
Waiver to allow for additional purchases of the Company's Common Shares by the
Company's largest stockholders, being Erich Spangenberg and his affiliated
entities (the "Spangenberg Entities"), up to a further 10,690,689 Common
Shares, resulting in a maximum aggregate holding of 49 per cent. of the
Company's Common Stock (assuming the exercise in full of the Spangenberg
Entities' existing share options). The Spangenberg Entities currently hold
54,929,513 Common Shares, representing 40.4 per cent. of the Company.  Due to
various "insider" trading restrictions under UK law, it may be that any
purchases by the Spangenberg Entities would be further limited. While the
Waiver conveys the right for the Spangenberg Entities to acquire further
shares in accordance with the Waiver terms there is no obligation nor
parameters specified in relation to the size or price of any further
acquisitions of shares should such acquisitions be made.

 

Depositary interests representing the Common Shares ("DIs") are currently
trading in certain small odd-lot sales on AIM, which the Company considers to
be disproportionally impacting the Company's stock price. The Company believes
that by allowing the Spangenberg Entities to acquire further DIs, some of the
volatility may be eliminated, although there can be no certainty that this
will be achieved. The Company also appreciates the additional interest and
support of the Company's Non-Executive Director and largest stockholder.

 

This Waiver was granted following the receipt of private consent letters in
accordance with the Company's Charter from over 50% of stockholders excluding
the Spangenberg Entities ("Independent Stockholders"). The Company has
received support for the Waiver from stockholders who in aggregate hold
54,378,877 Common Shares in the Company (being 67 per cent of Independent
Stockholders).

 

For further information please contact:

 

 Spectral MD Holdings, Ltd.                                                        investors.spectralmd.com
 Wensheng Fan, Chief Executive Officer                                             via Walbrook PR
 Nils Windler, Chief Financial Officer

 SP Angel Corporate Finance LLP (NOMAD and Joint Broker)                           Tel: +44 (0)20 3470 0470
 Stuart Gledhill/Caroline Rowe (Corporate Finance)

 Vadim Alexandre/Rob Rees (Sales & Broking)

 Stifel Nicolaus Europe Limited (Joint Broker)                                     Tel: +44 (0) 20 7710 7600

 Charles Hoare/Ben Maddison/Nick Harland/Will Palmer-Brown

 Walbrook PR Ltd (Media & Investor Relations)      Tel: +44 (0)20 7933 8780 or spectralMD@walbrookpr.com
 Paul McManus/Sam Allen                            Mob: +44 (0)7980 541 893 / +44 (0)7502 558 258

 Alice Woodings                                    +44 (0)7407 804 654

 

 

About Spectral MD:
 

We are a dedicated team of forward-thinkers striving to revolutionize the
management of wound care by "Seeing the Unknown" ® with our DeepView(®)
Wound Imaging System.

www.spectralmd.com

info@spectralmd.com

 

 

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