AI assistant
Anteris Technologies Global Corp. — Capital/Financing Update 2024
Dec 15, 2024
33869_rns_2024-12-15_6a32bda2-2bd1-4d61-9b7f-3b77505b16a7.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
==> picture [91 x 27] intentionally omitted <==
ASX ANNOUNCEMENT
16 December 2024
Implementation of the Schemes
Anteris Technologies Ltd (ASX: AVR) ( ATL or the Company ) is pleased to announce that, the share and option schemes of arrangement between ATL and its shareholders ( Share Scheme ) and ATL and its optionholders ( Option Scheme and together with the Share Scheme, the Schemes ) to give effect to the redomiciliation of ATL and its subsidiaries ( Anteris Group ) to the United States of America have been implemented today.
In accordance with the Share Scheme, all ATL shares have been transferred to Anteris Technologies Global Corp. ( ATGC ), with ATGC now being the only shareholder in ATL and the ultimate parent company of the Anteris Group.
As contemplated under the Share Scheme, the Share Scheme Consideration has been issued to eligible ATL shareholders in the form of:
-
by default, ATGC CHESS Depositary Interests ( ATGC CDIs ), which are expected to commence trading on ASX on a normal settlement basis on Tuesday, 17 December 2024 under the ASX code “AVR”; or
-
for ATL shareholders which lodged a valid Share Election Form, shares of common stock of ATGC ( ATGC Shares ), which are expected to commence trading on Nasdaq on Tuesday, 17 December 2024 (US time) under the Nasdaq ticker code “AVR”.
A total of 21,139,816 ATGC Shares were issued pursuant to the Share Scheme (including those issued in respect of Ineligible Foreign Shareholders and Non-electing Small Shareholders), of which:
-
20,360,496 are held by CHESS Depositary Nominees Pty Ltd (as depositary nominee) to underpin 20,360,496 ATGC CDIs to be quoted on ASX; and
-
779,320 ATGC Shares were issued to Scheme Shareholders and will be quoted on Nasdaq.
27,794 ATGC CDIs to which Ineligible Foreign Shareholders and Non-electing Small Shareholders would otherwise have been entitled have been issued to the Sale Agent and will be sold under the Sale Facility, with the Sale Facility Proceeds to be remitted to the relevant Ineligible Foreign Shareholders and Non electing Small Shareholders as described in the Scheme Booklet and Supplementary Scheme Booklet.
It is expected that holding statements will be despatched to holders of ATGC CDIs on Wednesday, 18 December 2024 (Australia time) and to holders of ATGC Shares issued under the Share Scheme on Wednesday, 18 December 2024 (US time).
In accordance with the Option Scheme, all ATL options have been cancelled and exchanged for equivalent ATGC options, as described in the Scheme Booklet and Supplementary Scheme Booklet.
This announcement is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
860 Blue Gentian Road, Suite 340 Eagan, MN, 55121 United States T: +1 651 493 0606 [email protected]
Anteris Technologies Global Corp.
==> picture [28 x 31] intentionally omitted <==
Toowong Tower, Level 3, Suite 302 9 Sherwood Road Toowong, QLD 4066 Australia T: +61 1300 550 310 [email protected]
BRISBANE | MINNEAPOLIS | GENEVA | MALAGA anteristech.com
==> picture [91 x 27] intentionally omitted <==
ENDS
About Anteris Technologies Global Corp. (NASDAQ: AVR, ASX: AVR)
Anteris Technologies Global Corp. (NASDAQ: AVR, ASX: AVR) is a global structural heart company committed to designing, developing, and commercializing cutting-edge medical devices to restore healthy heart function. Founded in Australia, with a significant presence in Minneapolis, USA (a MedTech hub), Anteris is a science-driven company with an experienced team of multidisciplinary professionals delivering restorative solutions to structural heart disease patients.
Anteris’ lead product, the DurAVR[®] Transcatheter Heart Valve (THV), was designed in partnership with the world’s leading interventional cardiologists and cardiac surgeons to treat aortic stenosis – a potentially lifethreatening condition resulting from the narrowing of the aortic valve. The balloon-expandable DurAVR[®] THV is the first biomimetic valve, which is shaped to mimic the performance of a healthy human aortic valve and aims to replicate normal aortic blood flow.
DurAVR[® ] THV is made using a single piece of molded ADAPT[®] tissue, Anteris’ patented anti-calcification tissue technology. ADAPT[®] tissue, which is FDA-cleared, has been used clinically for over 10 years and distributed for use in over 55,000 patients worldwide.
The DurAVR[®] THV System is comprised of the DurAVR[®] valve, the ADAPT[®] tissue, and the balloonexpandable ComASUR[®] Delivery System.
Forward-Looking Statements
This announcement contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. Forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,” “target,” “aim,” “strategy,” “plan,” “guidance,” “outlook,” “intend,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, although not all forward-looking statements contain these identifying words. Forwardlooking statements include commencement of trading of ATGC Shares on Nasdaq and ATGC CDIs on the ASX and the despatch of holding statements to holders of ATGC Shares and ATGC CDIs. These forwardlooking statements are subject to a number of risks, uncertainties, and assumptions. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, neither ATGC or ATL assume any obligation to update any of these forward-looking statements to conform these statements to actual results or revised expectations.
Authorisation and Additional information
This announcement was authorised by the Chairman and Non-Executive Director & Company Secretary.
For more information:
Investor Relations Investor Relations (US) [email protected] Malini Chatterjee, Ph.D. Anteris Technologies Global Corp. Managing Director +61 1300 550 310 | +61 7 3152 3200 Blueprint Life Science Group +1 917 330 4269
Website www.anteristech.com X @AnterisTech Facebook www.facebook.com/anteristech LinkedIn https://www.linkedin.com/company/anteristech
==> picture [28 x 30] intentionally omitted <==
2