Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Anteris Technologies Global Corp. Capital/Financing Update 2016

Sep 5, 2016

33869_rns_2016-09-05_e1f6b9fd-8e3b-4b6f-863d-98ec1702c2f1.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [231 x 86] intentionally omitted <==

6 September 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 - Shortfall

The Board of Directors of Admedus Ltd hereby announces that 8,889,524 fully paid ordinary shares have now been allotted upon the clearing of receipts totalling $2,933,542.92. This represents the balance of the Offer which was placed by Paterson Securities Limited in accordance with the Underwriting Agreement.

Refer to the attached Appendix 3B.

Computershare Investor Services Pty Ltd Telephone: 1300 850 505 (within Australia) +61 (0) 3 9415 4000 (outside Australia)

Yours sincerely For and on behalf of Admedus Limited

==> picture [148 x 59] intentionally omitted <==

Stephen Mann Company Secretary

==> picture [595 x 44] intentionally omitted <==

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 shares fully paid
8,889,524 ordinary shares fully paid (New Shares)
pursuant to the Company's renounceable entitlement
offer (Entitlement Offer)
Ordinary shares fully paid ranking equally with
existing ordinary shares fully paid.
  • See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

4
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
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)
6a
Is the entity an+eligible entity
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
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without security holder approval
under rule 7.1
6d
Number of+securities issued
with security holder approval
under rule 7.1A
Yes
$0.33 per New Share totaling $2,933,542.92
The purpose of the Entitlement Offer is outlined in
the Company’s announcement dated 29 July 2016
and the prospectus dated 2 August 2016
Yes
13 November 2015
N/A
N/A
  • 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
8,889,524 (Exemption 1)

N/A
N/A
Listing Rule 7.1 capacity: 8,414,098
Listing Rule 7.1A capacity: 2,517,387
5 September 2016
Number +Class
251,731,693 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
1,500,000
900,000
200,000
410,000
1,885,000
1,350,000
200,000
475,000
5,250,000
380,000
250,000
18/05/17
$0.60 options
01/03/18
$0.60 options
18/06/18
$0.95 options
01/07/18
$1.70 options
21/05/19
$1.70 options
16/12/18
$2.70 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
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
No
Renounceable
1 New Share for every 9 held at the record date
Ordinary shares
15 August 2016
No
Any fractional entitlement will be rounded up to
nearest whole share
All countries except Australia, New Zealand,
Singapore and the United Kingdom
29 August 2016 (3pm WST)
  • 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?
Patersons Securities Ltd
A management fee of 1.0% of the total gross
amount raised in relation to the Entitlement Offer
and a selling fee of 4.5% of the total gross amount
raised in relation to the Entitlement Offer
N/A
N/A
N/A
N/A
18 August 2016
1 August 2016
12 August 2016
22 August 2016
Eligible Shareholders who wish to sell their
entitlements in full on ASX through a broker
should instruct their stockbroker personally and
provide the details requested, as set out in the
Entitlement and Acceptance Form.
All ASX sales of entitlements must be made by
close of the rights trading period 22 August 2016
  • See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

31
How do+security holders sell_part_
of their entitlements through a
broker
and
accept
for
the
balance?
Eligible Shareholders who wish to sell part of their
entitlement through a broker and accept for the
balance must:

in respect of the part of their entitlement
being taken up, complete and return the
Entitlement and Acceptance Form to the
Registry along with the required Application
Monies (being the issue price of $0.33
multiplied by the number of New Shares
accepted; and

in respect of the part of the entitlement to be
sold, instruct their stockbroker personally and
provide details requested, as set out in the
Entitlement and Acceptance Form.
All ASX sales of entitlements must be made by
close of the rights trading period on 22 August
2016.
  • See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

32 How do[+] security holders dispose Eligible Shareholders who wish to transfer all or of their entitlements (except by part of their entitlement to another person other sale through a broker)? than on ASX (provided the purchaser has an address in Australia, New Zealand, Singapore and the United Kingdom and is not in the United States or acting for the account or benefit of a person in the United States) must:  if they are a shareholder on the issuer sponsored subregister, forward a completed standard renunciation and transfer form to the Registry along with the transferee’s required Application Monies (being the issue price of $0.33 multiplied by the number of New Shares they wish to subscribe for); and  If they wish to transfer all or proportion of their entitlement to another person on the CHESS subregister, they must engage their CHESS controlling participant (usually their stockbroker).

  • 33 +Despatch date 6 September 2016

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

  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

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 10

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 11

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: 6 September 2016

Company secretary

Print name: ..Stephen Mann.......................................................

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

==> picture [404 x 379] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary 184,716,306
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 25,197,864
issued in that 12 month period under an
exception in rule 7.2
216,373
• 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” 210,130,543
----- End of picture text -----

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 31,519,581
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
23,105,483
“C” 23,105,483
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
31,519,581
Subtract“C”
Note: number must be same as shown in
Step 3
23,105,483
Total[“A” x 0.15] – “C” 8,414,098
[Note: this is the remaining placement
capacity under rule 7.1]

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” 210,130,543 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 21,013,054

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued 18,495,667 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” 18,495,667

==> picture [221 x 85] intentionally omitted <==

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
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
21,013,054
Subtract“E”
Note: number must be same as shown in
Step 3
18,495,667
Total[“A” x 0.10] – “E” 2,517,387
Note: this is the remaining placement
capacity under rule 7.1A