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Anteris Technologies Global Corp. — Capital/Financing Update 2016
Dec 7, 2016
33869_rns_2016-12-07_67efc310-d65e-43ea-b7e5-ae707c57f5be.pdf
Capital/Financing Update
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8 December 2016
Centralised Company Announcements Platform Australian Stock Exchange 10th floor, 20 Bond Street Sydney NSW 2000
Admedus Ltd ABN 35 088 221 078 REGISTERED OFFICE: 26 Harris Road Malaga Western Australia 6090 PO Box 6879 East Perth Western Australia 6892 T +61 (0)8 9266 0100 F +61 (0)8 9266 0199 E [email protected]
www.admedus.com
Dear Sir / Madam,
Appendix 3B – Share Issue
The Board of Directors of Admedus Ltd hereby announces that the Company has allotted 60,841 shares each at an issue price of $0.3616 (based on 5 day VWAP of the Company’s shares at 6 December 2016) to a director in lieu of his director fees payable during the current financial year as agreed by shareholders in Resolution 9 at the Company’s 2016 Annual General Meeting.
Refer to the attached Appendix 3B and Notice under Section 708A(5)(e) of the Corporations Act 2001 (Cth).
Yours sincerely
For and on behalf of Admedus Limited
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Maja McGuire Company Secretary
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Rule 2.7, 3.10.3, 3.10.4, 3.10.5 Appendix 3B
New issue announcement, application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12
Name of entity
ADMEDUS LIMITED
ABN 35 088 221 078
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
| 1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) |
Ordinary fully paid shares |
|---|---|
| 60,841 | |
| Ordinary fully paid shares ranking equally with existing shares. |
- See chapter 19 for defined terms.
Appendix 3B Page 2
01/08/2012
4 Do the[+] securities rank equally in Yes all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.3616 based on a 5 day VWAP at 6 December 2016 (Total: $22,000) 6 Purpose of the issue In lieu of a director’s fee as agreed by shareholders (If issued as consideration for the in Resolution 9 at the Company’s 2016 Annual acquisition of assets, clearly General Meeting. identify those assets) 6a Is the entity an[+] eligible entity Yes that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 10 November 2016 resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued N/A with security holder approval under rule 7.1A
- See chapter 19 for defined terms.
Appendix 3B Page 3
01/08/2012
| 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) |
N/A | N/A |
|---|---|---|
| 60,841 (Exemption 14) | ||
N/A |
||
| N/A | ||
| Listing Rule 7.1 capacity: 34,769,330 Listing Rule 7.1A capacity: 25,179,553 |
||
| 7 December 2016 | ||
| Number | +Class | |
| 254,795,534 | Ordinary Shares |
- See chapter 19 for defined terms.
Appendix 3B Page 4
01/08/2012
| 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class |
|---|---|---|
| 213,334 200,000 1,505,007 300,000 900,000 1,500,000 200,000 410,000 1,885,000 1,350,000 200,000 475,000 5,250,000 380,000 250,000 625,000 200,000 |
18/05/17 $0.60 options 01/03/18 $0.60 options 18/06/18 $0.95 options 01/07/18 $1.70 options 16/12/18 $2.70 options 21/05/19 $1.70 options 01/02/19 $2.45 options 05/11/19 $2.10 options 30/06/20 $1.17 options 21/07/20 $1.44 options 10/12/20 $1.39 options 10/12/20 $0.83 options 18/12/20 $0.79 warrants 23/12/20 $0.79 warrants 24/06/21 $0.30 options 15/09/21 $0.33 options 18/11/21 $0.34 options |
|
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 5
01/08/2012
Part 2 - Bonus issue or pro rata issue
| 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 6
01/08/2012
| 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 7
01/08/2012
- 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
N/A
- 33 +Despatch date
N/A
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
-
34 Type of securities ( tick one )
-
(a)[Securities described in Part 1 ]
-
(b)[All other securities ]
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders
N/A
36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over N/A 37 A copy of any trust deed for the additional[+] securities
N/A
- See chapter 19 for defined terms.
Appendix 3B Page 8
01/08/2012
Entities that have ticked box 34(b)
| 38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and +class of all +securities quoted on ASX (_including_the securities in clause 38) |
N/A | |
|---|---|---|
| N/A | ||
| N/A | ||
| N/A | ||
| Number | +Class | |
| N/A | N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 9
01/08/2012
Quotation agreement
-
1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.
-
2 We warrant the following to ASX.
-
The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
-
There is no reason why those[+] securities should not be granted[+] quotation.
-
An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
-
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that noone has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.
-
If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.
-
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
-
4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: Date: 8 December 2016
Company Secretary
Print name: Maja McGuire
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities
Introduced 01/08/12
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
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Insert number of fully paid ordinary 184,718,036
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 25,200,864
issued in that 12 month period under an
exception in rule 7.2
41,876,634
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
0
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary Nil
securities cancelled during that 12 month
period
“A” 251,795,534
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Step 2: Calculate 15% of “A”
| Step 2: Calculate 15% of “A” | Step 2: Calculate 15% of “A” |
|---|---|
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | 37,769,330 |
| Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used |
|
| Insertnumber of equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items |
3,000,000 |
| “C” | 3,000,000 |
| Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 |
|
| “A” x 0.15 Note: number must be same as shown in Step 2 |
37,769,330 |
| Subtract“C” Note: number must be same as shown in Step 3 |
3,000,000 |
| Total[“A” x 0.15] – “C” | 34,769,330 [Note: this is the remaining placement capacity under rule 7.1] |
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Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” 251,795,534 Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D”
“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 25,179,553
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number of equity securities issued 0 or agreed to be issued in that 12 month period under rule 7.1A
Notes:
-
This applies to equity securities – not just ordinary securities
-
Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed
-
Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained
-
It may be useful to set out issues of securities on different dates as separate line items
“E” 0
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| Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A |
|
| “A” x 0.10 Note: number must be same as shown in Step 2 |
25,179,553 |
| Subtract“E” Note: number must be same as shown in Step 3 |
0 |
| Total[“A” x 0.10] – “E” | 25,179,553 Note: this is the remaining placement capacity under rule 7.1A |
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ASX ANNOUNCEMENT
Notice under Section 708A(5)(e) of the Corporations Act
8 December 2016
On 7 December 2015, Admedus Limited ( Company ) issued 60,841 shares pursuant to Section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Act ). The Company advises that the Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under the section 708 or 708A. By the Company giving this notice, a sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.
The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:
-
the Company issued the securities without disclosure to investors under Part 6D.2 of the Act;
-
as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and
-
as at the date of this notice, there is no information:
-
(a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
-
(b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
-
(i) the assets and liabilities, financial position and performance, profits and losses and prospect and prospects of the Company; or
-
(ii) the rights and liabilities attaching to the securities.
-
Yours sincerely
For and on behalf of Admedus Limited
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Maja McGuire Company Secretary