As of 15 July, 2010:
- The number of Common Shares in issue for Lifeline is 17,531,359.
- Lifeline is aware of 44.9 percent of its Common Shares that are not in public hands, and
- Lifeline Scientific, Inc. is registered in the United States; the rights of shareholders may be different from those in a United Kingdom incorporated company.
- Lifeline’s significant shareholders and their holdings in Lifeline are:
|Percentage of Issued
|BSI Generali UK Limited(*)||1,875,000||10.7%|
|Koramic Finance Company NV||1,539,009||8.8%|
|Dexia Bank Belgium||984,078||5.6%|
(*) BSI Generali UK Limited holds issued shared capital on behalf of discretionary investment clients.
CREST Settlement of Common Shares (ISIN No. US53223V1017)
As of 26 May 2009, electronic settlement of Common Shares within the CREST settlement system is available to qualifying shareholders. If you would like to convert your Common Shares to electronic form (dematerialize) so that you may settle (trade) them on the CREST system, you should contact a broker that has a CREST account and complete the necessary forms.
Common Shares Subject to Restrictions on Transfers (ISIN No. USU529641008)
The Common Shares and the Warrants have not been registered under the US Securities Act of 1933 (the “US Securities Act”) and therefore, they are "restricted securities" as defined in Rule 144 promulgated under the US Securities Act. A purchaser of Common Shares may not offer, sell, pledge or otherwise transfer Common Shares in the United States or to, or for the account or benefit of any US Person, except pursuant to an effective registration statement under the US Securities Act, an exemption from the registration requirements of the US Securities Act, or in certain transactions specified in Regulation S. Hedging transactions in the Common Shares or the Warrants may not be conducted unless in compliance with the US Securities Act. The certificates evidencing the Common Shares will bear a legend to the following effect, unless the Company determines otherwise in compliance with applicable law:
"THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED. SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IF SUCH TRANSFER IS EFFECTED (I) IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE US SECURITIES ACT (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. INCLUDING APPLICABLE STATE SECURITIES LAW OF THE UNITED STATES IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES OF THE COMPANY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE US SECURITIES ACT." AS PROVIDED IN THE BY-LAWS OF THE COMPANY. THE COMPANY IS REQUIRED BY UNITED STATES SECURITIES LAWS TO REFUSE TO REGISTER ANY TRANSFER OF SHARES NOT MADE IN ACCORDANCE WITH THE ABOVE RESTRICTIONS.
Prior to one year after the later of (1) the time when the Placing Shares are first offered to persons other than distributors in reliance upon Regulation S or (2) the date of closing of the Placing:
a. every purchaser of Placing Shares other than a distributor (as defined in the US Securities Act) will be required to certify that it is not a US Person and is not acquiring the securities for the account or benefit of any US Person or is a US Person who purchased securities in a transaction that did not require registration under the US Securities Act;
b. every purchaser of the Placing Shares will be required to agree to resell such Placing Shares only in accordance with the provisions of Regulation S. pursuant to registration under the US Securities Act, or pursuant to an available exemption from registration, and will be required to agree to not engage in hedging transactions with regard to the Placing unless in compliance with the US Securities Act; and
c. each distributor selling securities to a distributor, a dealer (as defined in Section 2(a)(12) of the US Securities Act), or a person receiving a selling concession, fee or other remuneration will be required to send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor.
Pursuant to the By-laws, the Company will be required to refuse to register any transfer of the Common Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the US Securities Act, or pursuant to an available exemption from registration. Each purchaser of Placing Shares sold in reliance on Regulation S will be deemed to have represented and agreed as follows:
- the purchaser is not a US Person and is not acting for the account or benefit of a US Person (other than a distributor);
- the purchaser understands that the Common Shares have not been registered under the US Securities Act and may not be offered. resold, pledged or otherwise transferred by such purchaser except (a)(i) in an offshore transaction meeting the requirements of Rule 903 or Rule 904 of Regulation S, (ii) pursuant to an effective registration statement under the US Securities Act. or (iii) pursuant to an available exemption from the registration requirements of the US Securities Act and (b) in accordance with all applicable securities laws of the states of the US and other jurisdictions;
- the purchaser understands and agrees that, if in the future it decides to resell, pledge or otherwise transfer any Common Shares or any beneficial interests in any Common Shares prior to the date which is one year after the later of (1) the date when the Common Shares are first offered to persons (other than distributors) pursuant to Regulation S and (2) the date of the closing of the Placing, it will do so only outside the US in an offshore transaction in compliance with Rule 903 or 904 under the US Securities Act, pursuant to an effective registration statement under the US Securities Act or pursuant to an available exemption from the registration requirements of the US Securities Act and in each of such cases in accordance with any applicable securities law of any state of the US;
- the purchaser agrees to, and each subsequent holder is required to, notify any purchaser of the Placing Shares from it of the resale restriction referred to in paragraphs (2) and (3) above, if then applicable:
- the purchaser acknowledges that, prior to any proposed transfer of Common Shares other than pursuant to an effective registration statement, the transferee of Common Shares may be required to provide certifications and other documentation relating to the non-US Person status of such transferee;
- the purchaser acknowledges that the Company and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and warranties and agrees that if any such acknowledgement, representation or warranty deemed to have been made by virtue of its purchase of Common Shares is no longer accurate, it shall promptly notify the Company; and
- the purchaser acknowledges that the Common Shares will bear a restrictive legend to the effect referred to above unless the Company determines otherwise in compliance with applicable law.
PRIOR TO INVESTING IN THE COMMON SHARES OR CONDUCTING ANY TRANSACTIONS IN THE COMMON SHARES, INVESTORS ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS REGARDING THE ABOVE RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS REFERRED TO IN THE COMPANY'S ADMISSION DOCUMENT.
Equivalent transfer restrictions will apply to the Warrants
This document does not constitute an offer of, or a solicitation of an offer to buy, any securities by or on behalf of the Company in any jurisdiction or in any circumstances where it is not authorised or lawful to make such an offer or solicitation. The distribution of the Placing Shares and the Warrants may be restricted by law in certain jurisdictions. Persons viewing this site are required by the Company to inform themselves about such restrictions and to observe any such restrictions.
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This information is being disclosed for the purposes of Rule 26