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Anteris Technologies Global Corp. Capital/Financing Update 2018

May 15, 2018

33869_rns_2018-05-15_926166c3-0c56-4214-9286-45bd071d413c.pdf

Capital/Financing Update

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16 May 2018

Centralised Company Announcements Platform Australian Securities Exchange 20 Bridge Street Sydney NSW 2000

Dear Sir / Madam,

Appendix 3B and Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) – issue of placement shares

Admedus Limited (the “ Company ”) has today issued 17,666,667 fully paid ordinary shares under an institutional and sophisticated investor placement at an issue price of AU$0.30 per share to raise AU$5,300,000.10 before costs and expenses. A further 2,333,333 fully paid ordinary shares have been subscribed to by Director’s, however are subject to shareholder approval at an Extraordinary General Meeting to be held on or around 27 June 2018.

Details of the securities issued

Class of securities: Fully paid ordinary shares ASX code: AHZ Date of the issue: Wednesday, 16 May 2018 Total number of securities issued: 17,666,667

For the purposes of section 708A(6) of the Corporations Act 2001 (Cth) (“ Act ”), the Company advises that:

  1. the Company issued the shares without disclosure to investors under Part 6D.2 of the Act;

  2. this notice is given under section 708A(5)(e) of the Act;

  3. as at the date of this notice, the Company has complied with:

  4. (a) the provisions of Chapter 2M of the Act as they apply to the Company; and

  5. (b) section 674 of the Act; and

  6. as at the date of this notice, there is no ‘excluded information’ (as defined in subsection 708A(7) and 708A(8) of the Act) which is required to be disclosed by the Company under section 708A(6) of the Act.

An Appendix 3B with respect to the issue of the fully paid ordinary shares is also lodged by the Company with the ASX today and attached to this notice.

Yours sincerely For and on behalf of Admedus Limited

Catherine Costello Company Secretary

==> picture [441 x 88] 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 fully paid shares (Shares).
17,666,667 Shares
2,333,333 Shares, subject to shareholder approval at
an Extraordinary General Meeting to be held on or
around 27 June 2018
Ordinary shares fully paid ranking equally with
existing ordinary shares fully paid.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

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
$0.30 per share
Issue of shares to professional and sophisticated
investors to provide funding support for:
• ADAPT pipeline development acceleration;
• TAVR project development; and
• General working capital.
Yes
16 November 2017
17,666,667
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 2

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

N/A
N/A
41,093,417
16 May 2018
Number +Class
272,462,201 Ordinary Shares
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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
1,388,340 18/06/18
$0.95 options
710,000 16/12/18
$2.70 options
900,000 21/05/19
$1.70 options
200,000 01/02/19
$2.45 options
310,000 05/11/19
$2.10 options
1,635,000 30/06/20
$1.17 options
1,030,000 21/07/20
$1.44 options
150,000 10/12/20
$1.39 options
475,000 10/12/20
$0.83 options
5,250,000 18/12/20
$0.79 warrants
380,000 23/12/20
$0.79 warrants
150,000 24/06/21
$0.30 options
500,000 15/09/21
$0.33 options
66,667 18/11/21
$0.34 options
1,000,000 23/03/22
$0.34 options
1,150,000 22/09/22
$0.26 options
4,938,799 26/10/2024
$0.25 warrants
500,000 15/12/2022
$0.22 options
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

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 5

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 6

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 7

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 8

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: 16 May 2018

Company Secretary

Print name: Catherine Costello

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 426] intentionally omitted <==

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

Insert number of fully paid ordinary 254,795,534
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• 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” 254,795,534
----- End of picture text -----

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 38,219,330
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of equity securities issued 4,938,799 (Warrants)
or agreed to be issued in that 12 month
period_not counting_those issued:
17,666,667(Placement)
• 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
  • 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

  • “C” 22,605,466

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

placement capacity under rule 7.1
“A” x 0.15 38,219,330
Note: number must be same as shown in
Step 2
Subtract“C” 22,605,466
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 15,613,864
[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

Part 2 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”
Note: number must be same as shown in
Step 1 of Part 1
254,795,534
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 25,479,553
Step 3: Calculate “E”, the amount
7.1A that has already been used
of placement capacity under rule
Insertnumber of equity securities issued
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
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
25,479,553
Subtract“E”
Note: number must be same as shown in
Step 3
0
Total[“A” x 0.10] – “E” 25,479,553
Note: this is the remaining placement
capacity under rule 7.1A