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Anteris Technologies Global Corp. Capital/Financing Update 2018

May 9, 2018

33869_rns_2018-05-09_5974b934-404a-448f-8554-40b1d5a2429a.pdf

Capital/Financing Update

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10.05.18

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ASX ANNOUNCEMENT

ASX Market Announcements Australian Securities Exchange Limited 10[th] Floor, 20 Bond Street SYDNEY NSW 2000

Admedus Limited (ASX:AHZ)

SHARE PURCHASE PLAN

Further to the earlier announcement made by Admedus Limited ( Admedus ) today, attached are the following documents for Admedus’ share purchase plan ( SPP ):

  • (a) Chairman’s letter to shareholders; and

  • (b) SPP Offer Booklet.

The above documents will be dispatched to eligible Admedus shareholders on 11 May 2018.

The SPP is only open to Admedus shareholders who were on Admedus’ register at 7.00pm AEST on 9 May 2018 and having a registered address in Australia or New Zealand.

The SPP opens 11 May 2018 and closes at 5.00pm AEST on 28 May 2018.

ENDS

Admedus Limited ABN 35 088 221 078

Customer Service T 1300 550 310 F 1300 880 398 International T: +61 8 9266 0100 F: +61 8 9266 0199

E: [email protected] W: www.admedus.com Brisbane • Minneapolis Zurich • Singapore

Registered Office Level 9 301 Coronation Drive Milton QLD 4064

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About Admedus Limited

Admedus (ASX:AHZ) is a medical technologies company delivering clinically superior solutions that help healthcare professionals create life-changing outcomes for patients. Our focus is on investing in and developing next generation technologies with world class partners, acquiring strategic assets to grow product and service offerings and expanding revenues from our existing medical sales and distribution business. The company has assets from research & development through clinical development as well as sales, marketing and distribution.

Website: www.admedus.com Facebook: www.facebook.com/Admedus Twitter: @Admedus

For more information, please contact:

Admedus Limited Barbara Ferres +61 7 3152 3216 [email protected]

Customer Service T 1300 550 310 F 1300 880 398 International T: +61 8 9266 0100 F: +61 8 9266 0199

E: [email protected] W: www.admedus.com Brisbane • Minneapolis Zurich • Singapore

Admedus Limited ABN 35 088 221 078

Registered Office Level 9 301 Coronation Drive Milton QLD 4064

10 May 2018

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SHARE PURCHASE PLAN

Dear Shareholder

On behalf of Admedus Ltd ACN 088 221 078 (ASX: AHZ) ( Admedus ), I am pleased to invite you to participate in a Share Purchase Plan ( SPP ) that gives you the opportunity to subscribe for up to $15,000 worth of new Admedus fully paid ordinary shares ( Shares ) at an issue price of $0.30 per Share.

Admedus has secured commitments for 20,000,000 Shares to be issued to institutional and sophisticated investors at an issue price of $0.30 per Share, raising approximately $6 million (exclusive of costs) ( Placement ). The Placement is expected to complete on 16 May 2018. Funds raised under the SPP, together with the funds raised under the Placement, will be used to provide funding support for:

  • ADAPT pipeline development acceleration;

  • TAVR project development; and

  • general working capital.

The amount the Company is seeking to raise from the SPP is up to $5 million ( Target Amount ). The amount raised from the SPP is at the Company’s discretion (subject to the maximum permitted under the ASX Listing Rules). If the Company receives applications in excess of the Target Amount, the Directors reserve the right to accept applications for amounts in excess of the Target Amount, or scale back the applications in accordance with the terms and conditions of the SPP.

The SPP will be available to shareholders who were on Admedus’ register at 7.00pm AEST on Wednesday, 9 May 2018 ( Record Date ) and having a registered address in Australia or New Zealand ( Eligible Shareholders ). The SPP will not be available to the Placement investors as the shares to be issued under the Placement will be issued after the Record Date.

The SPP gives Eligible Shareholders the opportunity to purchase Shares at the same price as the Placement, $0.30 per Share, which represents a discount of approximately 16.7% to the last trading price of 36c and 17.8% to the 10-day volume weighted average price of Admedus Shares of 36.5c on 4 May 2018 (the last day of trading before the Record Date). There are no transaction costs or brokerage costs to participating shareholders.

The SPP closes at 5.00pm AEST on Monday, 28 May 2018. If you intend to participate, your application and funds must be received by then. Once an application has been made it cannot be revoked. Admedus reserves its right to close the SPP early.

This letter and the accompanying material sets out the terms and conditions of the SPP. Additional information about Admedus, including all ASX announcements, is available at https://www.admedus.com/

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If you have any investor relations questions about the SPP please contact WE Buchan on +61 03 9866 4722, or if you have any questions on how to complete the enclosed application form, please call the Share Registry, Computershare Limited on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia), or consult your financial or other professional adviser.

On behalf of the board, I look forward to your continued support.

Yours sincerely,

Admedus Ltd

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Mr John Seaberg Chairman

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TERMS AND CONDITIONS

OFFER DETAILS

Issue Price $0.30 per Share, the
same issue price as
thePlacement
ApplicationAmounts Any amount divisible
by the Issue Price
from $500 (1,666
Shares) up to
$15,000 (50,000
Shares)
Record Date 7.00pm AEST on
9 May 2018
Expected dispatch of
booklet to
Shareholders and
opening date of Offer
11 May 2018
Closing Date 5.00pm AEST on
28 May 2018
Allotment Date 4 June 2018
Expected quotation
date and trading of
Shares
5 June 2018

HOW DO I PARTICIPATE?

To participate, you should either:

  • (a) return your Application Form, together with a cheque; or

  • (b) pay the Application Amount via BPAY, so that payment is received by 5.00pm AEST on 28 May 2018 .

BPAY instructions are set out on the Application Form. If you use BPAY, you do not need to return your Application Form. Please make sure you use the specific Biller Code and unique Reference Number on your personalised Application Form. Your financial institution may implement earlier cut-off times with regard to electronic payment. You should take this into consideration when making payment.

If paying by cheque, use the reply paid envelope or deliver it to the address set out on the Application Form. Applications received after the Closing Date will not be accepted.

Funds received for applications by cheque or BPAY will be regarded as applications for the maximum number of Shares that those funds will pay for in full. Do not forward cash. Receipts for payment will not be issued.

Applications cannot be withdrawn.

RISKS

Admedus’ market price may vary at any time during the offer period and Admedus’ Shares may trade at a price that is lower than the Issue Price.

Accordingly, you accept the risk that the market price of Admedus' Shares may fall below the Issue Price between the date of this offer and the Allotment Date, in which case you may have been able to buy the Shares at a lower price than the Issue Price.

By making an application, you represent to Admedus the matters set out under the heading ‘Your Representations’ in these terms and conditions and in the Application Form.

DO I HAVE TO PARTICIPATE?

No, you do not have to participate – participation is optional.

HOW MANY SHARES?

Eligible Shareholders will receive the number of Shares equal to the Application Amount (subject to any scale-back) divided by the Issue Price.

Fractions will be rounded down, and the difference (being any amount less than the Issue Price) may be retained by Admedus. For example:

Application
Amount
Shares issued
(subject to
scale-back)
$2,500 8,333 Shares
$5,000 16,666 Shares
$7,500 25,000 Shares
$10,000 33,333 Shares
$15,000 50,000 Shares

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ELIGIBILITY TO PARTICIPATE

CAN I TRANSFER MY ENTITLEMENTS?

Participation is open to Admedus shareholders who, at 7.00pm AEST on 9 May 2018 ( Record Date ), were shareholders with a registered address in Australia or New Zealand ( Eligible Shareholders ).

Maximum subscription

The maximum amount you can apply for is $15,000 worth of Shares.

Multiple holdings

If you are the only registered holder of Admedus’ Shares, but you receive more than one offer under the SPP (for example, due to multiple registered holdings), you may only apply in aggregate for a maximum of $15,000 worth of Shares.

Joint holders

If you are a joint holder of Admedus’ Shares, that joint holding is considered to be a single registered holding for the purpose of the SPP, and you are entitled to participate in the SPP in respect of that single holding only. If you are a joint holder and you receive more than one offer under the SPP, you may only apply in aggregate for a maximum of $15,000 worth of Shares.

Trustee or nominee

If you are expressly noted on Admedus’ share register as a trustee or nominee for a named beneficiary, you may only apply for one maximum parcel of Shares for each named beneficiary. If Admedus’ share registry does not record a named beneficiary in respect of your trustee or nominee holding, the rules for multiple single holdings apply.

Custodians

If you are a custodian within the definition of ‘custodian’ in ASIC Class Order [CO 09/425] (as varied) and hold Admedus’ Shares on behalf of one or more persons (each a Participating Beneficiary ), or on behalf of another custodian of Admedus’ Shares, you may apply for up to a maximum of $15,000 worth of Shares for each Participating Beneficiary, subject to providing Admedus a ‘custodian certificate’ in addition to the Application Form, which certifies matters required by ASIC Class Order [CO 09/425] (as varied). Please contact the Share Registry, Computershare Limited on +61 3 9415 4000] (outside Australia) to obtain the custodian certificate.

The Offer is non-renounceable, which means that you cannot transfer your right to purchase Shares under the SPP to anyone else.

RAISING AMOUNT AND SCALE-BACK

The amount Admedus is seeking to raise under the SPP is up to $5 million ( Target Amount ). The actual amount raised under the SPP is at Admedus’ absolute discretion (subject to the maximum permitted under the ASX Listing Rules).

If Admedus receives applications in excess of the Target Amount, Admedus may accept applications for amounts in excess of the Target Amount to the extent and in the manner that it sees fit or Admedus may scale-back applications to the extent and in the manner that it sees fit. Factors that Admedus may take into account in determining any scale-back include the amount applied for by each shareholder under the SPP, the number of Shares held at the Record Date, the number of Shares held at the close of the SPP offer period and compliance with regulatory requirements.

In any scale-back, the difference between the value of the Shares allotted at the Issue Price and the Application Amount paid to Admedus will be refunded to you as soon as practicable following the Allotment Date. Any scale-back will be announced on the Allotment Date. No interest will be paid on any Application Amount received or refunded.

ASX QUOTATION

Following the issue and allotment of Shares under the SPP, Admedus will apply to ASX for quotation of the Shares on the Official List and send holding statements/confirmation advices to the Eligible Shareholder’s registered address.

OTHER INFORMATION

Shares issued under the SPP will rank equally in all respects with existing fully paid Shares.

BROKERAGE

Eligible Shareholders may subscribe without incurring brokerage costs, commission or other transaction costs.

Directors

While directors of Admedus that are Eligible Shareholders are eligible for the SPP, the directors are not intending to participate in the SPP given they applied for shares in the Placement.

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ADMEDUS’ RIGHTS

Admedus may reject any application for Shares under the SPP, which it believes do not comply with these terms and conditions, including where it appears that you are not an Eligible Shareholder, if a cheque is returned unpaid, if an application by BPAY is not received by 5.00 pm AEST on 28 May 2018, the Application Form has not been properly completed, or where there are grounds for believing that the applicant is not acting in good faith. Admedus may modify, suspend or cancel the SPP at any time. If Admedus does this, it will notify the ASX. If the SPP is cancelled all application money will be refunded to shareholders without interest.

The Shares have not been, and will not be, registered under the US Securities Act, the securities laws of any state or other jurisdictions in the US or in any other jurisdiction outside Australia and, accordingly, the Shares issued under the SPP may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or any other applicable securities laws.

Admedus may settle, in any manner it deems fit, any anomalies or disputes in connection with the SPP and such decision shall be conclusive and binding on all applicants. Admedus reserves the right to waive strict compliance with these terms and conditions.

YOUR REPRESENTATIONS

By completing and returning the Application Form or by making a BPAY payment:

  • you certify to Admedus that you are an Eligible Shareholder;

  • you are not a US Person, and you are not applying under the Offer for, or on behalf of, a US Person;

  • you authorise Admedus (and its officers and agents) to correct any error in, or omission from, your Application Form and to complete an incomplete Application Form;

  • you accept the risks associated with any refund that may be sent to your address or to your nominated bank account as shown on Admedus’ share register;

  • you certify the total application price does not exceed $15,000;

  • you acknowledge that Admedus may at any time determine that your Application Form is valid, even if the Application Form is invalid;

  • you irrevocably and unconditionally agree to these terms and conditions; and

  • you acknowledge that Admedus is not liable for any exercise of its discretions referred to in these terms and conditions.

OTHER IMPORTANT INFORMATION

This document is not an offer of securities in any place outside Australia or New Zealand and does not take into account your individual investment objectives, financial situation or particular needs. You may want to obtain independent financial and taxation advice before making an investment decision.

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For all enquiries:

Admedus Ltd

ABN 35 088 221 078

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Phone:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Web:

www.investorcentre.com/contact

AHZ

MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

Make your payment:

See overleaf for details of the Offer and how to make your payment

Share Purchase Plan Application Form

[Your payment must be received by 5:00pm (AEST) Monday 28 May 2018]

This is an important document that requires your immediate attention.

It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

By making payment you agree to be bound by the Constitution of Admedus Limited and that the submission of this payment constitutes an irrevocable offer by you to subscribe for Admedus Limited shares on the terms of the Share Purchase Plan (SPP).

In addition, by making payment you certify that the aggregate of the application price paid by you for:

Admedus Limited may make determinations in any manner it thinks fit, in relation to any difficulties which may arise in connection with the SPP whether generally or in relation to any participant or application.

Any determinations by Admedus Limited will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates. Admedus Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions or to suspend or terminate the SPP at any time. Any such amendment, suspension or termination will be binding on all Eligible Shareholders even where Admedus Limited does not notify you of that event.

  • the Shares the subject of the payment slip overleaf; and

  • any other shares and interests in the class applied for by you under the SPP or any similar arrangement in the 12 months prior to the date of submission of the payment, does not exceed $15,000.

Step 1: Registration Name & Offer Details

Details of the shareholding and the Offer are shown overleaf.

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Step 2: Make Your Payment

Your payment must correspond to one of the options detailed overleaf. You may choose one option only. Note that the amount chosen may be subject to scale back in accordance with the terms of the SPP.

Choose one of the payment methods shown below.

BPAY[®] : See overleaf. Do not return the payment slip with BPAY payment.

By Mail: Complete the reverse side of this payment slip and detach and return with your payment. Make your cheque, bank draft or money order payable in Australian dollars to " Admedus Limited " and cross " Not Negotiable ". The cheque must be drawn from an Australian bank. Cash is not accepted.

Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the payment slip. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Admedus Limited Share Purchase Plan Application Form Payment must be received by 5:00pm (AEST) Monday 28 May 2018

Turn over for details of the Offer è

® Registered to BPAY Pty Limited ABN 69 079 137 518

916CR_0_Sample_CA/000001/000001/i

X 9999999991

I ND

Share Purchase Plan Application Form

Registration Name & Offer Details

MR SAM SAMPLE Registration Name: 123 SAMPLE STREET SAMPLETOWN VIC 3000

[For your security keep your SRN/] HIN confidential.

Entitlement No: 12345678

Offer Details:

7.00pm (AEST) 9 May 2018

Record date: Minimum value $500 available to purchase: Maximum value $15,000 available to purchase:

Make Your Payment

Pay by Mail:

Biller Code: 284216 Ref No: 1234 5678 9123 4567 89 

Make your cheque, bank draft or money order payable to " Admedus Limited " and cross " Not Negotiable ". Return your cheque with the below payment slip to: Computershare Investor Services Pty Limited GPO BOX 505 Melbourne Victoria 3001 Australia

Contact your financial institution to make your payment from your cheque or savings account.

Lodgement of Acceptance

If you are applying for Shares and your payment is being made by BPAY , you do not need to return the payment slip below. Your payment must be received by no later than 5:00pm (AEST) Monday 28 May 2018. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Neither Computershare Investor Services Pty Limited (CIS) nor Admedus Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

If you are paying by cheque, bank draft or money order the payment slip below must be received by CIS by no later than 5:00pm (AEST) Monday 28 May 2018. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. Other Eligible Shareholders will need to affix the appropriate postage. Return the payment slip below with cheque attached. Neither CIS nor Admedus Limited accepts any responsibility if you lodge the payment slip below at any other address or by any other means.

Privacy Notice

The personal information you provide on this form is collected by Computershare Investor Services Pty Limited (CIS), as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.

Detach here

Purchase Details for Admedus Limited (choose one option)

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$2,500 worth of OR $5,000worth of OR $7,500 worth of
securities securities securities
$10,000 worth of OR $15,000 worth of 12345678
securities securities
Entitlement No: 12345678
Or other amount between $500 and $15,000.
A$ .
MR SAM SAMPLE
Payment must be received by 5:00pm (AEST) Monday 28 May 2018 123 SAMPLE STREET
SAMPLETOWN VIC 3000
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Contact Details

Contact Daytime Name Telephone Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque

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123456789123456789+0000000001-3051+14