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Anteris Technologies Global Corp. — Capital/Financing Update 2015
Mar 19, 2015
33869_rns_2015-03-19_e9b988c6-4f27-4bf0-bc26-7f37385dd6ce.pdf
Capital/Financing Update
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T 000001 000 AHZ MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
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19 March 2015
Dear Shareholder
NOTICE TO ELIGIBLE SHAREHOLDERS OF ENTITLEMENT OFFER
We write to you as the registered holder of shares in Admedus Ltd ( Admedus or Company ) as at today's date.
As announced on 18 March 2015, the Company is undertaking a non-renounceable pro-rata entitlement offer on the basis of 1 new share ( New Share ) for every 7 shares held at an issue price of $0.07 per New Share ( Entitlement Offer ) to raise up to $16,141,138 (before costs). The Entitlement Offer will be pursuant to an offer document ( Offer Document ).
The Entitlement Offer will not be underwritten.
The Entitlement Offer is available to Admedus shareholders ( Shareholders ) registered on the record date of 7.00pm (AWST) on 26 March 2015 whose registered address is in Australia or New Zealand, as well as certain professional and/or sophisticated Shareholders whose registered address is in Belgium, Denmark, Germany, Luxembourg, the Netherlands, the United Kingdom, Hong Kong or Singapore ( Eligible Shareholders ).
Purpose of the Entitlement Offer
Completion of the issue of the New Shares offered by the Offer Document and Placement will result in an increase in the cash on hand of up to approximately $28M (before the payment of associated costs).
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The funds raised from the Offer and Placement are proposed to be expended as follows:
| Description | Approximate $ |
|---|---|
| Ongoing sales team build and support | $9M |
| CardioCel®cardiovascular expansion studies | $3M |
| Expansion of regenerative tissue portfolio | $3.5M |
| Additional regulatory filings | $1M |
| Tissue manufacturing scale up and process development | $2M |
| HPV Phase I/II preparation and study plus manufacturing1 | $3.5M |
| Additional immunotherapy R& D1 | $2M |
| Provide further working capital | $2.5M |
| Cost of the Offer | $1.5M |
| Total funds raised under the Offer | **$**28M |
1 Further investment into the therapeutic vaccines
Indicative Timetable
The indicative timetable for the Entitlement Offer is as follows:
| Event | Date |
|---|---|
| Announcement of Offer and Placement | Wednesday, 18 March 2015 |
| Lodgement of Appendix 3B and Cleansing Statement | Wednesday, 18 March 2015 |
| Dispatch notice of rights issue to shareholders and optionholders | Thursday, 19 March 2015 |
| Lodgement of Offer Document | Friday, 20 March 2015 |
| Rights issue Ex Date | Tuesday, 24 March 2015 |
| Settlement of Shares under the Placement | Tuesday, 24 March 2015 |
| Issue of Shares under the Placement | Wednesday, 25 March 2015 |
| Record Date (date for determining entitlements of Eligible Shareholders | Thursday, 26 March 2015 |
| to participate in the Offer) | |
| Offer Document and Entitlement and Shortfall Forms dispatched to | Monday, 30 March 2015 |
| Eligible Shareholders | |
| Rights issue offer Opening Date | Monday, 30 March 2015 |
| Last day to notify ASX of any extension to the Rights issue Closing Date | Wednesday, 8 April 2015 |
| Rights issue Closing Date* | Tuesday, 14 April 2015 |
| Rights issue Shares quoted on a deferred settlement basis | Wednesday, 15 April 2015 |
| Company to notify ASX of under subscriptions (if any) | Thursday, 16 April 2015 |
| Rights issue and Shortfall Shares** issued | Monday, 20 April 2015 |
| Dispatch holding statements for Rights issue and Shortfall Shares** | Tuesday, 21 April 2015 |
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This timetable is indicative only and may be subject to change. The Company reserves the right to amend this indicative timetable at any time, subject to the Corporations Act and the Listing Rules.
- Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.
** Shortfall offer is subject to Eligible Shareholders not taking up all of their rights to New Shares under the Offer.
Shortfall Offer
In the event that the Offer is not fully subscribed, the directors reserve the right, subject to any restrictions imposed by the Corporations Act 2001 (Cth) and Listing Rules, to issue shortfall shares at their sole discretion ( Shortfall Offer ).
The Shortfall Offer is a separate offer made pursuant to the Offer Document and may remain open after the Closing Date. The issue price of the shortfall shares will be $0.07 each, being the same price as the New Shares being offered under the Offer.
Capital Structure of the Company
The table below details the capital structure of the Company on completion of the Entitlement Offer:
| Number ofSharesNumber ofOptions | |
|---|---|
| Balance at the date of Offer Document (together withthe Placement SharesTo be issued under the Entitlement Offer(2)Balance after the Entitlement Offer | 1,614,113,791107,683,401(1)230,587,684Nil |
| 1,844,701,475107,683,401(1) |
(1) The 107,683,401 Options consist of:
(i) 4,100,000 Options with an exercise price of $0.21 and an expiry date of 5 November 2019; (ii) 15,000,000 Options with an exercise price of $0.17 and an expiry date of 21 May 2019;
(iii) 2,000,000 Options with an exercise price of $0.245 and an expiry date of 1 February 2019; (iv) 3,000,000 Options with an exercise price of $0.17 and an expiry date of 1 July 2018;
(v) 9,000,000 Options with an exercise price of $0.27 and an expiry date of 16 December 2018;
(vi) 15,050,067 Options with an exercise price of $0.095 and an expiry date of 18 June 2018;
(vii) 2,000,000 Options with an exercise price of $0.06 and an expiry date of 1 March 2018; (viii) 2,466,667 Options with an exercise price of $0.06 and an expiry date of 18 May 2017;
(ix) 3,666,667 Options with an exercise price of $0.06 and an expiry date of 10 July 2016; and (x) 51,400,000 Options with an exercise price of $0.06 and an expiry date of 10 July 2016.
(2) The number of New Shares to be issued under the Offer assumes that no Options are exercised before the Record Date.
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Offer Document
Details of the Entitlement Offer are contained in the Offer Document which will be lodged with ASX on 20 March 2015. The Offer Document is available on the Company’s website, www.admedus.com, and the ASX website. The Offer Document will be posted to Eligible Shareholders on 30 March 2015 along with the entitlement and acceptance form.
The directors encourage you to read the Offer Document carefully and seek advice from your professional adviser if you have any queries. This notice is to inform you of the Entitlement Offer. You are not required to do anything in respect to this letter.
Should you have any queries in relation to the Entitlement Offer, please do not hesitate to contact the Company on +61 8 9266 0100.
Yours sincerely
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Stephen Mann Company Secretary