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ATOMOS LIMITED — Capital/Financing Update 2024
May 15, 2024
64380_rns_2024-05-15_f84978ab-836b-4ee0-a0d0-489f4a0e9318.pdf
Capital/Financing Update
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ASX Announcement 16 May 2024
Atomos closes $16.0m capital raise
Highlights:
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Entitlement Offer closed with valid applications totalling approximately $5.2m
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Approximately $3.2m in applications received from eligible shareholders with a further approximately $1.9m in applications received from eligible shareholders applying for additional entitlements
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$2.8m shortfall under the Entitlement Offer will be subscribed for by Domazet FT3 Pty Ltd (as sub-underwriter) in accordance with the terms of the underwriting arrangements for the offer
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$8.0m in firm commitments received for the Placement, subject to shareholder approval at the EGM
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EGM to be held today (Thursday, 16 May 2024) at 11:00am
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Following discussions with ASX, subject to the satisfaction of certain conditions, Atomos expects to return to ASX trading following completion and settlement of the Placement and Entitlement Offer. Full details of the conditions are set out in the Prospectus.[1]
Melbourne, Australia – Atomos Limited ( ‘ASX:AMS’ , ‘Atomos’ or the ‘Company’ ) is pleased to announce the close of:
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the 1 for 1 fully underwritten non ‐ renounceable entitlement offer ( Entitlement Offer ) of new fully paid ordinary shares in Atomos ( New Shares ) to raise approximately $8.0m; and
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the placement via the issue of New Shares in Atomos to raise approximately $8.0m (subject to shareholder approval) ( Placement )
details of which were announced to ASX on Friday, 12 April 2024.
The Entitlement Offer closed at 5.00pm (AEST) on Monday, 13 May 2024, with a total of approximately $5.2m in valid applications being received. The Entitlement Offer received a total of 842 valid applications, representing approximately 16% of all eligible shareholders, with approximately $3.2m (161.9 million New Shares) in applications received from eligible shareholders taking up their entitlements and a further approximately $1.9m (96.9 million New Shares) in applications received from eligible shareholders applying for amounts in excess of their entitlements. Any eligible shareholders who applied for an amount in excess of their entitlements received 100% of their application.
Approximately $2.8m (139.6 million New Shares) of the Entitlement Offer that was not taken up by eligible shareholders will be allocated to the sub-underwriter (Domazet FT3 Pty Ltd as trustee for The Domazet Family Trust ( Doma )) in accordance with its sub-underwriting commitment. Following completion of the Entitlement Offer and Placement, Doma’s share ownership is expected to be approximately 17.5% (excluding the exercise of Options held by Doma into New Shares).
Approximately $8.0m in firm commitments have been received under the Placement (subject to shareholder approval being received at the EGM). As previously announced to ASX, these include commitments from Executive Directors Jeromy Young and Peter Barber ($2.0m each), and Chair, Paul Greenberg ($0.1m),
As previously announced to ASX, participants in the Placement and Entitlement Offer will receive 1 free attaching option for every 2 shares subscribed for ( Options ). The Options will have an exercise price of $0.03 and a maturity date of 30 November 2025. The Options are expected to be traded on ASX (subject to confirmation from ASX and the Company’s shares being reinstated to quotation).
The total amount expected to be raised under the Placement and Entitlement Offer (subject to settlement) is approximately A$16m (before costs and expenses), albeit the Placement remains subject to shareholder approval.
Approximately 402.2 million New Shares and 201.1 million Options to be issued under the Entitlement Offer are expected to be allotted on Monday, 20 May 2024. Holding statements are expected to be despatched on or around Wednesday, 22 May 2024.
Subject to shareholder approval being received, a further 400 million New Shares and 200 million Options to be issued under the Placement are also expected to be allotted on Monday 20, May 2024.
New Shares issued under the Entitlement Offer and Placement will rank equally with existing Atomos shares as at their date of issue.
Participants in the Entitlement Offer and Placement should confirm the actual number of New Shares and Options allocated and issued to them before trading in New Shares or Options and the sale by any person of New Shares or Options prior to receiving their holding statement is at their own risk.
The Company will be conducting the proposed extraordinary general meeting (EGM) in relation to the Placement and related matters today, Thursday, 16 May 2024, at the offices of Henslow Pty Ltd (Level 15, 25 Bligh St, Sydney). Shareholders should refer to the Notice of Meeting dispatched to shareholders on or around 16 April 2024 for an overview of the resolutions being voted upon.
Following the completion and settlement of the Placement and Entitlement Offer, and satisfaction of certain conditions required by ASX, Atomos expects its shares to return to trading on the ASX, which based on the current timetable is expected to occur on or around Tuesday, 21 May 2024[1] .
This announcement has been authorised for lodgement with ASX by the Company’s Chair.
1. Trading of all Shares and Options offered under the Prospectus is conditional upon the Company’s shares being re-instated to trading. ASX has indicated that it sees no reason why the securities of the Company should not be reinstated to quotation, subject to the satisfaction of certain conditions. Please see section 3.16 of the Prospectus for more information.
--ENDS--
For further information, please contact: Jeromy Young CEO [email protected]
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Please go to the Atomos Investor Hub for all market announcements & other news https://announcements.atomos.com.
About Atomos:
ATOMOS designs pioneering products that transform the way film and video content is made around the world. From our range of hardware devices for monitoring and recording, easy-to-use software tools, and intelligent cloud services, we engineer best-in-class technologies and create products for the next generation of filmmakers.
Through relentless innovation, we simplify your workflow. Whether you record cinema-quality footage, monitor a scene with crystal clear colour accuracy, switch between multiple cameras, or stream a live event with a portable studio, ATOMOS empowers anyone to realize the best possible version of their creative potential.
ATOMOS is based in Melbourne, Australia, with a distributed worldwide team and offices in the USA, Japan, China, UK, and Germany and has a worldwide distribution partner network.
For more information, please visit www.atomos.com
Important Information
This announcement has been released for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.