Anteris Technologies Global Corp. — Capital/Financing Update 2013

Sep 22, 2013

ASX ANNOUNCEMENT

==> picture [594 x 114] intentionally omitted <==

NOTICE UNDER SECTION 708AA OF THE CORPORATIONS ACT 2001

Perth, Australia, 23 September 2013

Allied Healthcare Group Limited ( Company ) has today announced that it is proposing to despatch to eligible shareholders an offer document in respect of a non-renounceable rights issue of up to 208,637,705 shares ( New Shares ) each at an issue price of $0.05 to raise $10,431,885 on the basis of 1 New Share for every 5 shares held on the record date of 1 October 2013 ( Offer ).

The Company hereby gives notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Act ) that:

• (a) the Company will offer the New Shares under the Offer without disclosure under Part 6D.2 of the Act;

• (b) the Company is providing this notice under paragraph 2(f) of section 708AA of the Act;

• (c) at the date of this notice, the Company has complied with:

  • (i) the provisions of Chapter 2M of the Act as they apply to the Company; and;

  • (ii) section 674 of the Act;

• (d) at the date of this notice, there is no information:

  • (i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

  • (ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

    • (A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

    • (B) the rights and liabilities attaching to the New Shares; and

• (e) the potential effect the issue of the New Shares will have on the control of the Company, and the consequences of that effect, will depend on a number of factors, including investor demand and existing shareholders. However, given the structure of the Offer as a pro-rata, fully underwritten issue, the primary consequences are that:

  • (i) if all eligible shareholders take up their entitlement to New Shares, the Offer would have no material effect on the control of the Company as eligible shareholders would continue to hold the same percentage interest in the Company, subject only to changes resulting from the sale of shares by the nominee on behalf of ineligible foreign shareholders; or

ABN 35 088 221 078 Level 1, 197 Adelaide Terrace Perth Western Australia 6000

PO Box 6879 East Perth Western Australia 6892 T +61 (0)8 9266 0100 F +61 (0)8 9266 0199 E info@alliedhealthcaregroup.com.au www.alliedhealthcaregroup.com.au

==> picture [594 x 114] intentionally omitted <==

• (ii) if some eligible shareholders do not take up their full entitlement to New Shares, such shareholders’ control would be diluted relative to those who did take up their full entitlement (and potentially, in the case of certain eligible shareholders, also applied for additional New Shares through the shortfall facility);

The Offer Document more fully describes the potential control consequences for the Company of the Offer, including the underwriting and sub-underwriting arrangements. In particular, the Offer Document describes the potential situation where the Offer is not fully subscribed for and one of the Company's substantial shareholders takes up its full entitlement as a shareholder and also takes up any shortfall shares in its capacity as subunderwriter. A summary of that shareholder’s interest (as at the date of this Cleansing Notice) is below:

• (i) The Metal Group Pty Ltd ( TMG ) currently has a relevant interest in 176,571,070 shares of the Company, equating to a voting power of 16.93%. TMG does not control the Company.

• (ii) An associate of TMG, Forrest Family Investments Pty Ltd in its capacity as trustee for The Peepingee Trust, has committed to sub-underwrite 50% of the Offer.

• (iii) If all eligible shareholders elect to take up their entitlement in full, TMG's voting power in the Company will not change.

• (iv) In the theoretical scenario where no Company shareholders take up their entitlement under the Offer, the impact of TMG's pro-rata participation and the subunderwriting of an associate of TMG would be to increase TMG's voting power in the Company from 16.93% to 23.85% post the Offer, through the acquisition of 121,975,960 New Shares for a total of $6,098,798.

• (v) No existing shareholder in the Company (other than TMG in the circumstances described above) will increase their shareholding in the Company above 20% as a result of the Offer.

Further details regarding the Offer are set out in the Offer Document.

Yours faithfully

==> picture [137 x 55] intentionally omitted <==

Stephen Mann Company Secretary Allied Healthcare Group

ABN 35 088 221 078 Level 1, 197 Adelaide Terrace Perth Western Australia 6000 PO Box 6879 East Perth Western Australia 6892

T +61 (0)8 9266 0100 F +61 (0)8 9266 0199 E info@alliedhealthcaregroup.com.au www.alliedhealthcaregroup.com.au