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ATOMOS LIMITED — Capital/Financing Update 2022
Oct 19, 2022
64380_rns_2022-10-19_bd3c87b4-d850-4c93-9630-a202a6b49f09.pdf
Capital/Financing Update
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ATOMOS LIMITED (ASX:AMS) 700 SWANSTON STREET CARLTON VIC 3053 ACN: 139 730 500
ASX Announcement
20 October 2022
Atomos announces completion of the placement and institutional component of the Entitlement Offer, raising A$8.50m
Atomos Limited (‘ ASX:AMS ’, ‘ Atomos ’ or the ‘ Company ’) is pleased to announce the successful completion of its fully underwritten institutional placement to selected institutional investors (‘ Placement ’) to raise approximately A$5.2 million and the institutional component of the fully underwritten 4 for 7 accelerated pro-rata non-renounceable entitlement offer (‘ Entitlement Offer’ ).
The Placement and Institutional Entitlement Offer raised approximately A$8.50 million, excluding estimated transaction costs (subject to ongoing shareholding reconciliations), at an offer price of A$0.10 per share ( ’Offer Price ’). The Offer Price represents a 33.33% discount to Atomos’ last closing price and an 21.7% discount to the Theoretical Ex-Rights Price[1] (‘ TERP ’)[2] . Trading in Atomos shares is expected to resume on the ASX from market open today Thursday 20 October 2022.
Placement and Institutional Entitlement Offer
The Institutional Entitlement Offer had a take up rate of approximately 80.9% by eligible institutional shareholders. The Placement and institutional shortfall was allocated to a range of existing and new institutional and high net worth investors.
All new fully paid ordinary shares (‘ Shares’ ) offered under the Placement and Institutional Entitlement Offer were issued at the same price, of A$0.10 per Share.
Approximately 85.0 million Shares subscribed for under the Placement and Institutional Entitlement Offer are expected to be settled on 24 October 2022 and commence trading on 25 October 2022. New Shares issued under the Placement do not have rights to participate in the Entitlement Offer.
Retail Entitlement Offer
The Retail Entitlement Offer has been fully underwritten and will raise approximately A$9.45 million. The Retail Entitlement Offer is expected to open on 25 October 2022 and close on 8 November 2022.
Eligible retail shareholders with a registered address in Australia, New Zealand or the United Kingdom on the Record Date of 7.00pm (AEST), Thursday 20 October 2022, have the opportunity to
1 Theoretical ex-rights price (“TERP”) includes shares issued under the Placement, Institutional Entitlement Offer and Retail Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Atomos shares trade immediately following the ex-date for the Entitlement Offer may be different from TERP. TERP has been calculated as: (existing market capitalisation of Atomos plus additional equity raised) / total shares on issue following the Equity Raising.
2 At Wednesday Tuesday 18 October 2022, Atomos’s last closing price was A$0.15 per share and the TERP is A$0.128 per share.
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invest in New Shares at the Offer Price, on the terms and conditions outlined in the Retail Offer Booklet to be sent to eligible retail shareholders on or around 25 October 2022.
Please note that retail shareholders with a registered address outside Australia, New Zealand and the United Kingdom on the Record Date are ineligible to participate in the Retail Entitlement Offer. However, a nominee (approved by ASIC) will be appointed to sell the Shares to which such shareholders would have been entitled and pay the net proceeds (over the Offer Price) to such shareholders. Further details as to eligibility will be set out in the Retail Offer Booklet.
Under the Retail Entitlement Offer, eligible retail shareholders that take up their full Entitlement may also apply for additional new Shares in excess of their Entitlement.
Timetable
New Shares issued under the Placement and the Institutional Entitlement Offer will rank equally with existing Atomos shares and are expected to settle on Monday, 24 October 2022 and to be issued and commence trading the following business day, Tuesday 25 October 2022.
The proposed Offer timetable is as follows:
| Date (AEST) | Event |
|---|---|
| 20 October 2022 | Trading halt lifted |
| 20 October 2022 | Company announces completion of Institutional Placement and Institutional Entitlement Offer |
| 7:00pm (Sydney time), 20 October 2022 |
Entitlement Offer Record Date |
| 24 October 2022 | Settlement of Institutional Placement and Institutional Entitlement Offer |
| 25 October 2022 | Retail Entitlement Offer opens. Retail Offer booklet despatched to eligible shareholders |
| 25 October 2022 | Allotment and trading of New Shares issued under the Institutional Placement and Institutional Entitlement Offer |
| 8 November 2022 | Retail Entitlement Offer closes |
| 15 November 2022 | Company announces results of Retail Entitlement Offer |
| 15 November 2022 | Allotment and issue of Shares under the Retail Entitlement Offer |
| 16 November 2022 | Trading commences on a normal basis for Shares issued under the Retail Entitlement Offer |
The timetable (and each reference in this announcement to a date specified in the timetable) is indicative only and Atomos may, at its discretion, vary any of the above dates by lodging a revised timetable with the ASX.
All times referred to in this announcement are AEDT.
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Further Information
Further details of the Entitlement Offer will be set out in the Retail Offer Booklet which will be released to ASX and available on the Company’s website and is expected to be dispatched to eligible shareholders with entitlement and acceptance forms on 25 October 2022.
The Offer is fully underwritten by Morgans Corporate Limited and Shaw and Partners Limited. Maddocks are acting as legal advisers to Atomos.
Authorised for ASX release by the Atomos Board of Directors.
--ENDS--
For further information please contact:
Trevor Elbourne James Cody Chief Executive Officer Chief Financial Officer +61 448 134 635 +61 407 048 514 [email protected] [email protected]
Important information
This announcement may not be distributed or released in the United States or to US persons.
The New Shares to be offered have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares to be offered and sold in the Placement may not be offered or sold, directly or indirectly, in the United States, unless they are offered or sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable US state securities laws. In addition, the New Shares to be offered and sold may not be offered or sold, directly or indirectly, in the United States or any person that is acting for the account or benefit of a person in the United States.
Atomos’ Interactive Investor Hub ,
Our investor hub is an interactive location to engage with the Atomos team on our announcements and updates. Please go to the Atomos Investor Hub for all market announcements and other news https://announcements.atomos.com.
We welcome investors to ask questions and add comments to which our team can respond where possible.
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About Atomos:
Atomos is a global video technology company delivering award-winning, simple to use monitor-recorder content creation products. These products give content creators across the rapidly growing social, pro-video and entertainment markets a faster, higher quality and more affordable production system.
Atomos’ range of products take images directly from the sensor of all major camera manufacturers, then enhance, record and distribute them in high-quality formats for content creation using the major video editing software programs. Since being founded in 2010, Atomos has established strategic relationships with key technology providers within the ecosystem including Apple, Adobe, Sony, Canon, Panasonic, Nikon and JVC Kenwood.
Atomos is based in Australia with offices in the USA, UK, Germany, China and Japan and has a worldwide distribution partner network.
For more information, please visit www.atomos.com
Forward-Looking Statements:
Certain statements made in this release are forward-looking statements and are based on Atomos’ current expectations, estimates and projections. Words such as “anticipates” “expects” “estimates” “forecasts” and similar expressions are intended to identify forwardlooking statements. Although Atomos believes the forward-looking statements are based on reasonable assumptions, they are subject to certain risks and uncertainties, some of which are beyond Atomos’ control. As a result, actual results could materially differ from those expressed or forecasted in the forward-looking statements. The forward-looking statements made in this release relate only to events as of the date on which the statements are made. Atomos will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this release except as required by law or by any appropriate regulatory authority.
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