Spectra Systems Corporation
("Spectra Systems" or the "Company")
Settlement of Common Shares
Spectra Systems Inc. (SPSY.LN, SPSC.LN), a leading provider of advanced technology solutions for banknote and product authentication, wishes to notify shareholders of changes to the way its restricted Common Shares are now trading with effect from 1 September 2015.
In accordance with Article 3(2) of the EU regulation on improving securities settlement in the European Union and on central securities depositories (Regulation (EU) No. 909/2014) (the "EU Regulation"), which requires all shares trading on AIM to be capable of electronic settlement, as of 1 September 2015 the existing restricted line of stock which trades under the ticker symbol SPSC with ISIN USU8457D1091 will convert into a restricted line (the "New Restricted DI Line") which is in compliance with the requirements of the EU Regulation and will allow shareholders of restricted Common Shares to deposit their Common Shares into CREST (and so be capable of settlement electronically) in exchange for Depository Interests and trade such Depository Interests in uncertificated form on AIM. Common Shares in this form will retain their legend and restrictions on transfer and will continue to use the ticker symbol SPSC with ISIN USU8457D1091.
In the event that holders of Common Shares in the existing SPSC line take no action they will receive no Depositary Interests associated with their Common Shares. Their Common Shares will continue to be held in certificated form and will retain their legend and thus the restrictions on transfer, but will continue to be admitted to AIM. However, shareholders should note that certificated stock is not capable of electronic settlement in accordance with the EU Regulation and will need to be dematerialised into the New Restricted DI Line prior to electronic settlement. No Common Shares will be deposited into CREST without the positive action of the relevant shareholder.
Under Regulation S of the United States Securities Act of 1933, as amended, Common Shares that have been in issue for more than one year and have not been held by an 'affiliate' of the Company are no longer subject to certain restrictions on transfers and may therefore be considered unrestricted Common Shares ("Unrestricted Common Shares"). An affiliate for this purpose is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company (including a director or officer of the Company). Those shareholders of the Company deemed to be affiliates will not be eligible to convert their shares into electronic form and their shares must remain in certificated form. All Unrestricted Common Shares are eligible for trading on the Company's unrestricted SPSY line.
Any enquiries should be directed to Computershare Investor Services (Jersey) Limited on +44 (0)370 707 4040.
Contacts:
Spectra Systems Corporation
Dr. Nabil Lawandy, Chief Executive Officer Tel: +1 (0) 401 274 4700
WH Ireland Limited
Chris Fielding (Head of Corporate Finance) Tel: +44 (0) 20 7220 1650
