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Anteris Technologies Global Corp. — Capital/Financing Update 2010
Feb 25, 2010
33869_rns_2010-02-25_014f2c1f-4410-4ef9-bf9a-a30496e7358e.pdf
Capital/Financing Update
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Innovative BioMedical Devices
Level 11, 225 St Georges Terrace bioMD Limited ABN 35 088 221 078 Perth, Western Australia 6000 PO Box 7209, Cloisters Square Western Australia 6850
Telephone (08) 9262 6777 Facsimile (08) 9322 3433
www.biomd.com.au
ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE
1 of 5 pages
26 February 2010
Company Announcements Office Australian Stock Exchange Limited 10[th] Floor, 20 Bond Street SYDNEY NSW 2000
Dear Sir/Madam
RIGHTS ISSUE – NOTIFICATION OF LETTERS TO SECURITY HOLDERS
Please find attached the following security holder notification letters being dispatched today:
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to shareholders registered in Australia and New Zealand providing them with the information required in relation to the non-renounceable pro rata rights issue;
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to shareholders registered in countries other than Australia and New Zealand advising them that the Company will not be extending the rights issue to them; and
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to optionholders advising them that they cannot participate in the rights issue without first exercising their options.
Yours faithfully
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Caroline Bentley Company Secretary
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Innovative BioMedical Devices bioMD Limited ABN 35 088 221 078
Level 11, 225 St Georges Terrace Telephone (08) 9262 6777 Perth, Western Australia 6000 Facsimile (08) 9322 3433 PO Box 7209, Cloisters Square www.biomd.com.au Western Australia 6850
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26 February 2010
Dear Optionholder
PRO RATA NON-RENOUNCEABLE RIGHTS ISSUE
bioMD Limited (the Company) announced on 25 February that it would undertake a fully underwritten, non-renounceable issue to holders of Shares on the basis of 2 New Options for every 3 Shares held on 10 March 2010, at an issue price of 1.5 cents per New Option, pursuant to which it may issue a maximum of approximately 85,882,075 New Options. Each New Option may be exercised up to 31 December 2011 for 4 cents.
Each New Option will carry an additional right whereby if a New Option is exercised by 30 June 2010, one additional option for each New Option exercised (“Piggy Back Option”) will be issued to the optionholder for nil consideration. Each Piggy Back Option may be exercised to acquire one new fully paid ordinary share in the capital of the Company up to 31 December 2012 for 10 cents.
The Offer is being made to Shareholders whose registered addresses are situated in Australia or New Zealand, and are registered as at 5.00 pm (AWST) on 10 March 2010.
You will need to check your options are currently exercisable under the terms of your granted options before you can exercise your options and participate in the Offer.
To exercise your options and thereby participate in the Offer you will need to deliver to the registered office of the Company the following:
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a notice in writing to the directors of the Company specifying the number of options to be exercised;
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your option certificate covering the number of options; and
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payment for the exercise price for those options by way of a cheque made payable to the Company.
Each share issued as a result of the exercise of an option will rank equally with the existing shares on issue in the Company.
Option exercise notices must be received by no later than 2 March 2010.
Should you have any questions, please contact your financial adviser, Executive Director Robert Towner on (+61 8) 9262 6777 or the Company's Share Registry, Computershare Investor Services Pty Ltd on (+61 3) 9415 4000.
Yours faithfully
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Michael Bennett
Managing Director
Innovative BioMedical Devices bioMD Limited ABN 35 088 221 078
Level 11, 225 St Georges Terrace Telephone (08) 9262 6777 Perth, Western Australia 6000 Facsimile (08) 9322 3433 PO Box 7209, Cloisters Square www.biomd.com.au Western Australia 6850
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26 February 2010
Dear Shareholder
PRO RATA NON-RENOUNCEABLE RIGHTS ISSUE
bioMD Limited (the Company) announced on 25 February that it would undertake a fully underwritten, non-renounceable issue to holders of Shares on the basis of 2 New Options for every 3 Shares held on 10 March 2010, at an issue price of 1.5 cents per New Option, pursuant to which it may issue a maximum of approximately 85,882,075 New Options. Each New Option may be exercised up to 31 December 2011 for 4 cents.
Each New Option will carry an additional right whereby if a New Option is exercised by 30 June 2010, one additional option for each New Option exercised (“Piggy Back Option”) will be issued to the optionholder for nil consideration. Each Piggy Back Option may be exercised to acquire one new fully paid ordinary share in the capital of the Company up to 31 December 2012 for 10 cents.
Pursuant to the ASX Listing Rules (Listing Rules), the Company is required to provide you with certain information as part of the procedure under a Rights Issue. This notice contains all the information required by the Listing Rules.
An Offer Document, a copy of which was lodged with ASX today, will be dispatched to all Eligible Shareholders, together with an Entitlement and Acceptance Form, on or before 16 March 2010. A copy of the Offer Document has been lodged with ASX and is available on the ASX website and the Company's website (www.biomd.com.au). Full details of the terms and conditions of the Offer are contained in the Offer Document.
The Offer will result in the Company having a maximum of approximately 214,705,188 fully paid ordinary shares on issue following completion of the Offer.
Please note that Shareholders at the Record Date who have an address registered outside Australia or New Zealand (Excluded Shareholders) will not be eligible to participate in the Offer.
Eligible Shareholders may:
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take up all their entitlement to subscribe for New Option under the Offer (Entitlement);
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allow all of their Entitlement to lapse;
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take up part of their Entitlement under the Offer and allow the balance to lapse;
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Subscribe for a greater number of New Options than their entitlement by subscribing under the Shortfall Facility.
Eligible Shareholders should refer to the Offer Document and the Entitlement and Acceptance Form to determine how to deal with their Entitlement. Entitlements which are not accepted will lapse and Eligible Shareholders will receive no benefit.
Shareholders may also apply for additional options in excess of their Entitlement under the Offer, regardless of the size of their present holding.
Eligible Shareholders who wish to subscribe for some or all of the New Options making up their Entitlement must return a completed Entitlement and Acceptance Form with their application money by 5.00 pm (WDST) on 30 March 2010.
The Directors have confirmed that their present intention is to take up part or all of their Entitlements.
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The purpose of the Offer is to raise funds primarily to:
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Complete current human clinical trials of the ADAPT biomaterial patch devices;
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Provide funding for regulatory approval submissions to TGA (Australia), FDA (USA) and CE mark (Europe) for the ADAPT biomaterial patch devices;
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Continue to fund ADAPT related R&D activities; and
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Continue to strengthen the Company’s worldwide intellectual property position by progressing the examination process for the expanded ADAPT family of patents, including in the territories of the United States, European Union, Canada and Asia.
No shareholder approval is required for the Rights Issue and, therefore, no shareholder approval will be sought.
The Company currently has no dividend policy.
No brokerage or stamp duty will be payable on the issue of New Options.
Indicative Timetable:
| Indicative Timetable: | |
|---|---|
| Announcement of Offer | 25 Feb 2010 |
| Ex Date * | 3 Mar 2010 |
| Record Date | 10 Mar 2010 |
| Offer opens | 16 Mar 2010 |
| Offer Document dispatched on or before | 16 Mar 2010 |
| Closing Date for payment in full for New Options (5.00pm WDST) | 30 Mar 2010 |
| Issue of New Options | 9 Apr 2010 |
| Dispatch of holding statements | 9 Apr 2010 |
- Means the date from which Shares commence trading without entitlement to participate in the Offer
This timetable is indicative only and subject to change. The Directors reserve the right to vary these dates, including the closing date of the Offer without prior notice. The Directors also reserve the right not to proceed with the whole or part of the Offer at any time prior to allotment. In that event, the relevant application money (being the amount paid for New Options applied for in a duly completed Entitlement and Acceptance Form) will be returned without interest.
Before taking up Entitlements under the Rights Issue, Eligible Shareholders should read all the information set out in the Offer Document, including the risk factors. If you have any enquiries, please consult your financial adviser.
Should you have any questions, please contact your financial adviser, Executive Director Robert Towner on (+61 8) 9262 6777 or the Company's Share Registry, Computershare Investor Services Pty Ltd on (+61 3) 9415 4000.
Yours faithfully
Michael Bennett
Managing Director
Innovative BioMedical Devices bioMD Limited ABN 35 088 221 078
Level 11, 225 St Georges Terrace Telephone (08) 9262 6777 Perth, Western Australia 6000 Facsimile (08) 9322 3433 PO Box 7209, Cloisters Square www.biomd.com.au Western Australia 6850
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26 February 2010
Dear Shareholder
PRO RATA NON-RENOUNCEABLE RIGHTS ISSUE - EXCLUDED SHAREHOLDERS
bioMD Limited (the Company) announced today that it would undertake a fully underwritten, nonrenounceable issue to holders of Shares on the basis of 2 New Options for every 3 Shares held on 10 March 2010, at an issue price of 1.5 cents per New Option, pursuant to which it may issue a maximum of approximately 85,882,075 New Options. Each New Option may be exercised up to 31 December 2011 for 4 cents.
Each New Option will carry an additional right whereby if a New Option is exercised by 30 June 2010, one additional option for each New Option exercised (“Piggy Back Option”) will be issued to that optionholder for nil consideration. Each Piggy Back Option may be exercised to acquire one new fully paid ordinary share in the capital of the Company up to 31 December 2012 for 10 cents.
The Offer is being made to Shareholders whose registered addresses are situated in Australia or New Zealand, and are registered at 5.00 pm (AWST) on 10 March 2010, on the basis of two (2) New Options for every three (3) fully paid ordinary shares held in the capital of the Company (Offer).
In accordance with the ASX Listing Rules, the Company has given regard to:
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the number of Shareholders outside of Australia and New Zealand;
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the number and value of the securities to be offered to Shareholders outside of Australia and New Zealand; and
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the cost of complying with the legal requirements and requirements of regulatory authorities in the overseas jurisdictions,
and considers that it would be unreasonable to make an offer to Shareholders who have a registered address in a country outside of Australia and New Zealand (Excluded Shareholders). Accordingly, the Offer will not be made to Excluded Shareholders.
Given your registered address is in a country outside of Australia and New Zealand, you will not be eligible to participate and will be an Excluded Shareholder for the purposes of the Offer.
Should you have any questions, please contact your financial adviser, Executive Director Robert Towner on (+61 8) 9262 6777 or the Company's Share Registry, Computershare Investor Services Pty Ltd on (+61 3) 9415 4000.
Yours faithfully
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Michael Bennett Managing Director