Spectra (di/ S) Regulatory News (SPSC)

25 Jul 2011 07:00

RNS Number : 9254K Spectra Systems Corporation 25 July 2011 THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO US PERSONS(AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES ANDPOSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA,AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERETO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCHJURISDICTION. This press release is not an admission document. This press release does not constituteor form a part of, and should not be construed as, any offer or invitation to sellor issue, or any solicitation of any offer to purchase or subscribe for, any securitiesin Spectra Systems Corporation nor shall it, or any part of it, or the fact of itsdistribution, form the basis of, or be relied on in connection with, any contractor investment decision in relation thereto. This press release does not constitutea recommendation regarding any securities. Any investment decision must be madeexclusively on the basis of the final admission document to be issued in connectionwith the placing and the admission to AIM. This press release may not be published, distributed or transmitted, directly orindirectly, in or into the United States (including its territories and possessions,any State of the United States and the District of Columbia). This press releasedoes not constitute or form a part of any offer or solicitation to purchase or subscribefor securities in the United States. The securities referred to herein have notbeen, and will not be, registered under the US Securities Act of 1933, as amended(the "Securities Act") and may not be offered or sold in or into the United Statesor to or for the account or benefit of US Persons (as defined under Regulation Sunder the Securities Act) unless registered under the Securities Act or pursuantto an exemption from, or in a transaction not subject to, the registration requirementsof the Securities Act. Hedging transactions involving the securities may not beconducted unless in compliance with the Securities Act. No public offering of thesecurities is being made in the United States and the information contained hereindoes not constitute an offering of securities for sale in the United States, Canada,Australia, Japan or the Republic of South Africa or in any other jurisdiction inwhich such offering would be unlawful. Press Release 25 July 2011 Spectra Systems Corporation ("Spectra Systems" or the "Company") First Day of Dealings on AIM The board of directors of Spectra Systems Corporation, a leading provider of advancedtechnology solutions for banknote and product authentication, is pleased to announceits admission to the AIM market of the London Stock Exchange ("Admission") andthe commencement of dealings in its common shares of $0.01 each ("Common Shares"). Those Common Shares which currently are eligible for resale pursuant to an exemptionfrom registration under the US Securities Act of 1933 (the "33 Act") will tradeunder the ticker SPSY with ISIN US84756T1060. The newly issued Common Shares whichwere issued pursuant to an exemption from registration under Regulation S promulgatedunder the '33 Act and certain previously issued Common Shares which were issuedpursuant to an alternative exemption from registration promulgated under the '33Act are restricted securities as defined in Rule 144 of the '33 Act and will tradeunder the ticker SPSC with ISIN USU8457D1091. Both lines of stock trade outside CREST. The Company has raised £14 million in a placing of 18,592,320 Common Shares at aplacing price of 75.3 pence per new Common Share (the "Placing Price"), representing41.09 per cent. of the enlarged Common Share capital of the Company. The approximatemarket capitalisation of the Company at the Placing Price following Admission is£34 million. WH Ireland is acting as Nominated Adviser and as Broker to the Company. Dr. Nabil Lawandy, Chief Executive Officer of Spectra Systems Corporation, said:"We are delighted that the AIM flotation of the Company has been completed successfullyand with such high levels of institutional demand. This listing makes both strategicand commercial sense for the Company as we take Spectra Systems to the next stageof its development and we look forward to working closely with our new institutionalshareholders as the Company executes its plans for growth." Ruari McGirr, Director of Institutional Sales, WH Ireland, commented: "There hasbeen exceptional demand for the Spectra Systems IPO, and we are particularly pleasedto have such strong institutional investors on board going forward. The SpectraSystems' story is a strong one, and this successful IPO validates the fact thatthere is appetite from blue chip investors for small and mid cap companies that havecompelling growth prospects." The Admission Document, which details the use of proceeds and reasons for admission,along with the information required by AIM Rule 26, is available from the Company'swebsite, www.spsy.com. - Ends - For further information: Spectra Systems Corporation Dr. Nabil Lawandy, Chief Executive Officer Tel: +44 (0) 20 7398 7702 www.spsy.com WH Ireland Limited Ruari McGirr (Director, Institutional Sales) Tel: +44 (0) 20 7220 1691 Katy Mitchell (Director, Corporate Finance) Tel: +44 (0)161 819 8875 katy.mitchell@wh-ireland.co.uk www.wh-ireland.co.uk Media enquiries: Abchurch Communications Limited Henry Harrison-Topham / Oliver Hibberd Tel: +44 (0) 20 7398 7702 henry.ht@abchurch-group.com www.abchurch-group.com Forward looking statements All statements, other than statements of historical fact, contained in this documentconstitute "forward looking statements". In some cases, forward-looking statementscan be identified by terms such as "may", "intend", "might", "will", "should","could", "would", "believe", "anticipate", "expect", "estimate", "anticipate","predict", "project", "potential", or the negative of these terms, and similarexpressions. Such forward-looking statements are based on assumptions and estimatesand involve risks, uncertainties and other factors which may cause the actual results,financial condition, performance or achievements of the Company, or industry resultsto be materially different from any future results, performance or achievements expressedor implied by such forward looking statements. Factors that might cause such a differenceinclude, but are not limited to, those discussed in this press release. New factorsmay emerge from time to time that could cause the Company's business not to developas it expects and it is not possible for the Company to predict all such factors. Given these uncertainties, prospective investors are cautioned not to place anyundue reliance on such forward-looking statements. Except as required by law, theCompany disclaims any obligation to update any such forward-looking statements inthis document to reflect future events or developments. Background Headquartered in Providence, Rhode Island in the United States, Spectra Systems invents,develops, manufactures and markets advanced technology-based products used primarilyto authenticate and process banknotes. Founded in 1996 by its Chief Executive Officer,Dr. Nabil Lawandy, the Company has focused on the commercialisation of technologicallyadvanced security products, both covert and public, for banknotes and other documents. Spectra Systems provides integrated solutions comprised of engineered consumablematerials for authentication and hardware and software systems which determine theauthenticity of banknotes and documents containing them. The Company has penetrated the currency and documentation authentication marketsthrough a series of strategic supply and licensing agreements with governmental,institutional and corporate partners. Its customers include: (i) a G8 central bankorganisation; (ii) one of the world's largest commercial security printers and papermakers,which supplies the Company's technology to a second G8 central bank and numerousother central banks; (iii) Crane & Co., the exclusive manufacturer and supplier ofUS currency and passport paper; and (iv) Technical Graphics Incorporated, which isa major supplier of security threads for world currencies. The Company's consumable materials are available in several forms and incorporateunique engineered signatures and codes to provide machine readable authentication.TheCompany's software and hardware systems include high-speed currency authenticationsensors, of which Spectra Systems is one of the world's leading suppliers. Installedin currency processing machines by central banks, the Company's sensors are capableof authentication at rates of up to 40 banknotes per second with error rates approachingless than one in 100,000. In addition to sensors, the Company also supplies qualitycontrol equipment for use in paper manufacturing and printing with its materials,and is also developing banknote fitness sensing hardware. Board of Directors The Board comprises the following Directors: The Honourable BJ Penn, Non-Executive Chairman (aged 73) Mr. Penn, a US citizen, was Acting Secretary of the US Navy from March to May 2009,having previously been Assistant Secretary of the Navy (Installations and Environment)from March 2005. He was also director, Industrial Base Assessments from October2001 to March 2005, with responsibility for the overall health of the US defenceindustrial base. He commenced his career as a Naval Aviator, having received hisBS from Purdue University, West Lafayette and his MS from the George Washington University,DC. Mr. Penn has been a member of the Board since June 2010 and became Chairmanof the Board on 7 June 2011. Nabil Lawandy, President and Chief Executive Officer (aged 54) Dr. Lawandy, a US citizen, the President and Chief Executive Officer of the Companyand a member of the Board of Directors, founded the Company in 1996. From 1981 to1999, Dr. Lawandy was a tenured full professor of Engineering and Physics at BrownUniversity. He holds a BA in physics, and an MSc and PhD in chemistry, each fromThe Johns Hopkins University. He has authored over 170 reviewed scientific papersand is an inventor on 52 US and 27 foreign issued patents. He has also receiveda Presidential Young Investigator award, an Alfred P. Sloan Fellowship, a Rolex Awardfor Enterprise and a Samuel Slater Award for Innovation. Roland Puton, Non-Executive Director (aged 76) Mr. Puton, a Swiss citizen, served as the president and chief executive officer ofRolex Watch USA Inc from 1984 until his retirement in 2000. He holds a degree in business administrationfrom the Swiss Business School. Mr. Puton has been a member of the Board since 1997. Donald Stanford, Non-Executive Director (aged 61) Mr. Stanford, a US citizen, who was until 2001 the chief technical officer of GTECHCorporation, is an Adjunct Professor of Computer Science and Engineering at BrownUniversity. He holds a BA in International Relations and an MS in Computer Scienceand Applied Mathematics, both from Brown University. Mr. Stanford has been a memberof the Board since 2008. Mark Curcio, Non-Executive Director (aged 51) Mr. Curcio, a US citizen, received his MBA from Carnegie-Mellon University and wenton to become one of the founding partners of Bain and Company's Los Angeles Officeas well as Bain's Private Equity Practice. From 1997 through 2000, he was the chiefexecutive officer of Artisan Entertainment and currently he is a partner of CurcioCapital Advisors, working on assignments for companies such as TPG, Goldengate Capital,and Sheridan Square Entertainment. Mr. Curcio has been a member of the Board since2008. Dr. Oussama Salam, Non-Executive Director (aged 64) Dr. Salam, a Lebanese citizen, has served as director general of the InternationalCentre for Commerce and Contracting, a construction company in Saudi Arabia, fromSeptember 1978 until 1999. Dr. Salam co-founded WorldCare Limited, a company inthe emerging field of global e-Health, and served on its board of directors from1993 until June 1998. He received a BSc, in Civil Engineering from LoughboroughUniversity of Technology and an MS and a PhD in Civil Engineering from The Ohio StateUniversity. Dr. Salam has been a member of the Board since 1996. Martin Jaskel, Non-Executive Director (aged 65) Mr. Jaskel, a British citizen, is a director of European American Capital Limited,a specialist investment bank advising clients on a global basis on debt and equitycapital issues, foreign exchange and trade finance issues. Prior to joining thebank, Mr. Jaskel founded MSJ Associates Limited, a consultancy in capital marketsand held a consultancy position with KPMG Corporate Finance. His background wasas a partner in W. Greenwell & Co., UK Stockbrokers, director of Global Marketing,NatWest Treasury and managing director, Global Trade and Banking Services, NatWestMarkets. He has extensive experience as a non-executive director of both privateand listed companies. Mr. Jaskel has been a member of the Board since 2007. The Honourable BJ Penn and Messrs Puton, Stanford, Curcio and Jaskel are each consideredby the Board to be independent non-executive Directors. - Ends - This information is provided by RNS The company news service from the London Stock Exchange END MSCSELFLEFFSESW