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AIM Rule 26

Description of the business
Constellation Healthcare Technologies, Inc. is a healthcare services organisation providing outsourced revenue cycle management, practice management and group purchasing services to the physician market in the United States.

Incorporation and operation
Constellation Healthcare Technologies, Inc. was incorporated in the United States under the Delaware General Corporation Law. Its main country of operation is the United States. The liability of the Shareholders is limited.

The Company is incorporated in and subject to the laws of the State of Delaware, United States. Accordingly, the Company and transactions in its Common Shares are not subject to the provisions of the Takeover Code. Certain provisions of the Company's Certificate of Incorporation adopts similar procedures to the Takeover Code in the event of any party (or parties acting in concert) obtaining 30 per cent. or more of the issued Common Shares of the Company, but there is no assurance that the courts of the State of Delaware, USA will uphold or allow the enforcement of these provisions. The rights of shareholders may be different from the rights of shareholders in a UK-incorporated company.

Directors
Please view the Board of Directors page for more information

Corporate Governance and Internal Controls
Please view the Corporate Governance page for details of the responsibilities of the board and corporate governance committees.

Exchanges and Platforms
The Company's securities are not listed or traded on any exchanges or trading platforms others than AIM.

Securities Information
The number of common shares issued as of admission of the common shares to trading on AIM: 55,615,056 (none in treasury)

Shares not in public hands: 86.87%

Significant shareholders are listed in the table below:

Shareholder

Number of Common Shares

Percentage of issued Common Share Capital

Constellation Health, LLC 37,862,074 68.08
AAKB Investments Limited 9,465,519 17.02
Legal & General Investment Management Limited 2,962,963 5.33

Restrictions on Transfer
Our Shares have not been and will not be registered under the US Securities Act. Our Shares may not be offered or sold within the United States or to US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act.

A purchaser of Our Shares may not offer, sell, pledge or otherwise transfer such securities in the United States or to, or for the account or benefit of, any US Person, except (a) pursuant to an effective registration statement under the US Securities Act, (b) to a person whom the seller reasonably believes is a "qualified institutional buyer" within the meaning of, and in a transaction meeting the requirements of, Rule 144A, (c) in certain transactions specified in Regulation S, or (d) pursuant to another exemption from the registration requirements of the US Securities Act.

Our shares are subject to the conditions listed under section 903(b)(3), or Category 3, of Regulation S. Under Category 3, Offering Restrictions (as defined under Regulation S) must be in place and additional restrictions are imposed on re-sales of our shares, as described below. All of our shares are subject to these restrictions.

Prior to one year after the later of (i) the time when our shares were first offered to persons other than distributors in reliance upon Regulations S and (ii) the date of admission, or such longer period as may be required under applicable law (the "Compliance Period"):

  • every purchaser of our shares, other than a distributor, 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 the securities in a transaction that did not require registration under the US Securities Act;
  • every purchaser of the our shares will be required to agree to resell such shares only in accordance with the provisions of Rule 144A, Rule 144 (if available) or Regulation S, or pursuant to an effective registration statement under the Securities Act, and will be required to agree to not engage in hedging transactions with regard to the securities unless in compliance with the US Securities Act;
  • our shares will contain a legend to the effect that transfer is prohibited except in accordance with the restrictions set forth in (a) and (b) above during the Compliance Period;
  • 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 prior to the expiration of a one-year distribution compliance period will be required to send a confirmation or other notice to the purchaser stating that the purchase is subject to the same restrictions on offers and sales that apply to a distributor; and
  • pursuant to the its bylaws, the company will be required to refuse to register any transfer of its securities not made in accordance with the provisions of Regulation S or pursuant to registration under the US Securities Act or an exemption from registration under the US Securities Act.

Financial Statements and Report
Financial Statements and Reports can be viewed here.

Documentation and Announcements
The company was admitted to trading on AIM on 8th December 2014. Please view the AIM Admission document.

Regulatory announcements can be viewed here.

Advisers

Nominated Adviser and Broker to the Company
finnCap Ltd
60 New Broad Street
London EC2M 1JJ

Reporting Accountants to the Company
Grant Thornton UK LLP
30 Finsbury Square
London EC2P 2YU

Legal advisers to the Company as to English law
Squire Patton Boggs (UK) LLP
7 Devonshire Square
London EC2M 4YH

Legal advisers to the Company as to US law
Squire Patton Boggs (US) LLP
41 S High St #2000
Columbus
Ohio 43215

Registrars
Capita Registrars (Guernsey) Limited
Mont Crevelt House
Bulwer Avenue
St Sampson
Guernsey GY2 4LH

THIS INFORMATION IS DISCLOSED FOR THE PURPOSES OF AIM RULE 26.

This page was last updated on [09/16/2015]