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Anteris Technologies Global Corp. — Capital/Financing Update 2013
Sep 22, 2013
33869_rns_2013-09-22_b8c25527-fa00-4f35-8062-9a52faf99972.pdf
Capital/Financing Update
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ABN 35 088 221 078
T 000001 000 AHZ MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
23 September 2013
Dear Shareholder
Notice to Eligible Shareholders of Non-Renounceable Rights Issue
Rights Issue
We write to you as the registered holder of shares in Allied Healthcare Group Limited ( Company ) as at today's date.
On 23 September 2013 the Company announced that it is undertaking a fully underwritten, non-renounceable pro rata rights issue ( Rights Issue ). The Rights Issue comprises an offer of new fully paid ordinary shares in the Company ( New Shares ) on the basis of 1 New Share for every 5 ordinary shares in the Company held ( Entitlement ) by Eligible Shareholders (defined below) on the Record Date (defined below), at a price of $0.05 per New Share.
The Rights Issue is non-renounceable, meaning that Eligible Shareholders who do not take up their Entitlement will not be able to transfer or receive any value for those Entitlements, and their equity interest in the Company will be diluted.
Eligibility and Record Date
Holders of shares in the Company as at 7pm (Sydney time) on 1 October 2013 ( Record Date ) with registered addresses in Australia, New Zealand, Hong Kong or Singapore will be eligible to participate in the Rights Issue ( Eligible Shareholders ).
Eligible Shareholders will also be entitled to subscribe for additional shares from any shortfall pursuant to a shortfall facility ( Shortfall Facility ).
Fully Underwritten
The Rights Issue is fully underwritten by RBS Morgans Corporate Limited ( Underwriter ). Any New Shares not subscribed for by Eligible Shareholders under the Rights Issue or the Shortfall Facility ( Shortfall Shares ) will be dealt with by the Underwriter in accordance with the agreed underwriting arrangements.
The Underwriter has received a commitment from Forrest Family Investments Pty Ltd in its capacity as Trustee for The Peepingee Trust to sub-underwrite 50% of the Shortfall Shares. Forrest Family Investments Pty Ltd in its capacity as Trustee for The Peepingee Trust is an associate of The Metal Group Pty Ltd, which is currently the Company's largest shareholder, and holds approximately 16.93% of the shares on issue. If no other shareholders take up any of their Entitlements, under the underwriting arrangements, this will result in Forrest Family Investments Pty Ltd in its capacity as Trustee for The Peepingee Trust having a relevant interest in 23.85% of the Company's shares.
A summary of the underwriting arrangements will be included in the Offer Document to be sent to shareholders on 3 October 2013.
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Purpose of the Rights Issue
The Company will use the proceeds raised under the Rights Issue to progress the Herpes (Herpes Simplex Virus Type 2) program through Phase I trials as well as accelerate the development of its next generation HPV (Human Papillomavirus) vaccine towards clinical studies. The HPV program is a follow on from Professor Frazer’s work that resulted in the successful cervical cancer preventative vaccines - Gardasil[®] , marketed by Merck, and Cervarix, marketed by GlaxoSmithKline.
The funds will also be used to provide greater resources towards the scale up of manufacturing and launch of the Group’s lead regenerative tissue product CardioCel[®] , the first product out of its tissue engineering and regenerative medicine division using its platform ADAPT[®] Tissue engineering technology. Further funds will be used for additional regulatory approval of CardioCel[®] in other jurisdictions as well as extension studies for additional cardiovascular and non-cardiovascular applications.
CardioCel[®] is a cardiovascular tissue patch to treat heart deformities caused by congenital heart disease as well as for heart valve repair and reconstructions. CardioCel[®] has recently received it’s CE Mark for marketing approval in Europe and the Company expects FDA approval in 2014. In addition to cardiovascular applications, the Company is also evaluating how the process can be applied in a number of other surgical procedures such as hernia repair, pelvic floor reconstructions, orthopaedics and as a biological scaffold to grow and deliver stem cells.
Offer Document
The Rights Issue is being conducted in accordance with section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ). Accordingly, the Company is not required to lodge a prospectus with ASX or ASIC or provide one to its shareholders. The Company has prepared a document explaining the Rights Issue in more detail ( Offer Document ).
The Offer Document was lodged with ASX on 23 September 2013 and will be despatched to Eligible Shareholders on 3 October 2013, together with a personalised Entitlement and Acceptance Form.
A Cleansing Notice under section 708AA of the Corporations Act and Appendix 3B were also lodged with ASX on 23 September 2013.
All documents are available for inspection at the websites of ASX (www.asx.com.au) and the Company (www.alliedhealthcaregroup.com.au).
Timetable
Key dates for the Rights Issue are below:
| Event | Date |
|---|---|
| Appendix 3B, section 708AA Cleansing Notice, notice to option holders | 23 September 2013 |
| and Offer Document lodged with ASX | |
| Notice of Rights Issue sent to Shareholders | 24 September 2013 |
| 'Ex' Date (Shares trade on an 'ex' Entitlement basis) | 25 September 2013 |
| Record Date for determining Entitlements | 1 October 2013 |
| Offer Document despatched to Eligible Shareholders | 3 October 2013 |
| Closing Date (5pm Sydney time) | 18 October 2013 |
| Event | Date |
|---|---|
| New Shares quoted on a deferred settlement basis | 21 October 2013 |
| Company to notify ASX of under subscriptions (if any) | 23 October 2013 |
| Issue of New Shares pursuant to the Rights Issue | 24 October 2013 |
| Despatch holding statements | 25 October 2013 |
The above dates are indicative only and may change without notice. The directors of the Company reserve the right to amend this indicative timetable at any time (subject to the Corporations Act and the ASX Listing Rules), to extend the
Closing Date or to cancel the Rights Issue without prior notice in its absolute discretion. The commencement of quotation
of New Shares is subject to confirmation from ASX.
Shareholders should consult their professional advisers in regards to the definition of 'Ex' Date and Record Date to ensure that their Entitlement is assured.
Capital Structure
The effect of the Rights Issue on the capital structure of the Company based on the current shares on issue is as follows:
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the maximum number of New Shares that may be issued under the Rights Issue is 208,637,705, raising a maximum of $10,431,885; and
-
after completion of the Rights Issue, the maximum number of issued shares in the Company will be 1,251,826,233.
This assumes no options are exercised and no other shares are issued prior to the completion of the Rights Issue.
Participating in the Rights Issue
The directors of the Company recommend the Rights Issue to shareholders.
However, before making a decision whether to apply for New Shares, Eligible Shareholders should read the Offer Document carefully and in its entirety when they receive it.
For further information on your Entitlement, please contact your professional advisor or the Company's share registry, Computershare Investor Services Pty Limited by phone on 1300 850 505 (from within Australia), or +61 (03) 9415 4000 (from outside Australia).
This notice is to inform you of the Rights Issue. You are not required to do anything in respect to this letter.
Yours faithfully
Christopher Catlow
Chairman
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