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ADALTA LIMITED — Capital/Financing Update 2025
May 4, 2025
64247_rns_2025-05-04_e678fbb0-0204-4ae5-ad8a-507dc5d85682.pdf
Capital/Financing Update
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5 May 2025
Dear option holder
Notice about renounceable rights offer – option exercise price may be adjusted
As you may be aware, on 1 May 2025 Adalta Ltd ( AdAlta ) announced to ASX Limited ( ASX ) a renounceable pro rata rights offer ( Offer ) to AdAlta shareholders in Australia and New Zealand ( Eligible Shareholders ) to acquire two (2) new ordinary shares ( New Shares ) at an issue price of 0.3 cents ($0.003) per New Share for every three (3) shares held by Eligible Shareholders at 7:00 pm (Melbourne time) on Thursday 8 May 2025 ( Record Date ) together with one (1) option ( New Option ) for every two (2) New Shares subscribed for, and each New Option will entitle the holder to subscribe for one (1) additional ordinary share at an exercise price of 1 cent ($0.01) per share with an expiry date of 3 years from the date of issue. Shareholder approval of the Offer is not required.
There are currently 643,222,759 fully paid ordinary shares in AdAlta on issue (all of which are quoted on ASX), 28,716,255 unquoted options over ordinary shares, and 2,438,787 performance rights on issue. Assuming the Offer is fully subscribed and there is no other change to the issued share capital, approximately 428,815,174 new fully paid ordinary shares will be issued together with up to approximately 214,407,587 New Options granted to subscribers for the New Shares as well as a further 10 million options to be issued to the lead manager of the Offer on the same terms as the New Options. (subject to rounding of fractional entitlements) raising up to approximately $1.29 million, before costs. As a result, AdAlta’s total number of issued shares will increase to 1,072,037,933 fully paid ordinary shares (subject to rounding of entitlements) all of which will be quoted on ASX. Once issued, the new shares issued under the Offer will rank equally with all other fully paid ordinary shares then on issue.
The funds raised under the Offer (after payment of expenses in connection with the Offer) will be used in order to:
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advance a first CAR-T product in-licensing transaction for its AdCella subsidiary;
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advance business development transactions for AD-214 and WD-34; and
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evaluate other strategic options for the Company and, to the extent any funds remain, fund general working capital.
A Prospectus in relation to the Offer has been given to ASX and is available to view on the ASX website and AdAlta’s website at www.adalta.com.au. Further details regarding the Offer have also been announced to the ASX and are available on ASX’s website.
Details of how to obtain a copy of the Prospectus, together with a personalised entitlement and acceptance form, will be dispatched to all eligible shareholders by Tuesday 13 May 2025. Shareholders with registered addresses outside Australia and New Zealand are not eligible to participate in the Offer.
The Offer closes at 5:00 pm (Melbourne time) on Wednesday 28 May 2025.
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AdAlta Limited (ASX:1AD) · ABN: 92 120 332 925 · www.adalta.com.au Suite 201, 697 Burke Road Camberwell VIC 3124, Australia
The current timetable for the Offer is as follows:
| Event | Date |
|---|---|
| Lodgement of Prospectus for Offer | Monday 5 May 2025 (prior to |
| 10:00am) | |
| Shares commence quotation on an ‘ex’ basis (‘ex’ date), rights | Wednesday 7 May 2025 |
| are quoted on ASX on a ‘deferred settlement basis’ | |
| Record date to determine entitlements under Offer | Thursday 8 May 2025 at 7:00 pm |
| (Melbourne time) | |
| Prospectus and entitlement and acceptance forms despatched | Tuesday 13 May 2025 |
| to eligible shareholders | |
| Deferred settlement trading in rights ends | |
| Offer opens | Tuesday 13 May 2025 |
| Rights trading ends at close of trading | Wednesday 21 May 2025 |
| Securities commence quotation on a deferred settlement basis | Thursday 22 May 2025 |
| Offer closes | Wednesday 28 May 2025 at 5:00 |
| pm (Melbourne time) | |
| ASX notified of any change to exercise price of existing options | Wednesday 28 May 2025 |
| due to proposed issue of new shares under Offer | |
| ASX notified of results of Offer and of any under-subscriptions | Before noon Thursday 29 May |
| (i.e. shortfall) | 2025 |
| New shares issued for under Offer | Wednesday 4 June 2025 |
| Exercise price adjustment of options takes effect | Wednesday 4 June 2025 |
| Deferred settlement trading ends | Wednesday 4 June 2025 |
| Normal trading of new shares starts | Thursday 5 June 2025 |
These dates are indicative only and subject to change. AdAlta reserves the right, subject to the Corporations Act and the ASX Listing Rules, to change any date including to extend the closing date of the Offer, to close the Offer early, to accept late acceptances either generally or in particular cases, or to withdraw or reduce the size of the Offer without notice. Any extension of the closing date will have a consequential effect on the issue date of new shares.
Options
As the holder of options you may be entitled to exercise some of your options and thereby acquire underlying ordinary shares before the record date for the Offer so that you can participate in the Offer. The option terms do not otherwise permit holders to participate in the Offer.
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However, even if you elect not to exercise your options (or you are not permitted to do so as a result of the existing vesting conditions) the terms of your options do provide for an adjustment in their exercise price according to a formula based on rule 6.22.2 of the ASX Listing Rules. The exercise price adjustment takes effect upon issue of the shares offered under the Offer and is, in part, dependent on the difference between the price under the Offer and the volume weighted average closing price of AdAlta’s ordinary shares sold on ASX for the 5 trading days ending on the day before the ‘ex date’ for the Offer (and the ‘ex date’ will be Wednesday 7 May 2025 ). Accordingly, that market price will be determined after the ‘ex date’ and if there is any change to the exercise price of any of your options, AdAlta will notify you and ASX of the change in accordance with rule 3.11.2 of the ASX Listing Rules.
If you have any query or question about the Offer, please contact Cameron Jones, AdAlta’s company secretary at [email protected] or for any other registry related matters contact AdAlta’s share registrar as follows:
Automic Registry Services
Email: [email protected]
Address: Level 5/126 Phillip St, Sydney NSW 2000
Phone: 1300 288 664 (within Australia), or +61 2 9698 5414 (international) between 8:30 am and 5:00 pm (Melbourne time) Monday to Friday.
Yours faithfully
Cameron Jones
Company Secretary
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