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IMPEDIMED LIMITED — Capital/Financing Update 2010
Dec 13, 2010
65135_rns_2010-12-13_16fb7b00-94d2-4053-a4bb-6cabfa199cfa.pdf
Capital/Financing Update
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ImpediMed Limited ABN 65 089 705 144
Share Purchase Plan Offer The Offer closes at 5.00 pm (Brisbane time) on 17 January 2011
Joint Lead Managers
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This is an important document and should be read in its entirety.
This document has been prepared by ImpediMed Limited. The Offer is an initiative that provides Eligible Shareholders with the opportunity to purchase additional ImpediMed shares at a discount and without brokerage and transaction costs.
The Offer does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Shareholder. Accordingly, before making a decision whether or not to accept the Offer, you should consult your financial or other professional adviser.
This document is not a prospectus or other disclosure document under the Corporations Act.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Contents
| 1 | Key offer information |
|---|---|
| 2 | Letter from the Chairman |
| 3 | Frequently asked questions |
| 4 | Terms and conditions |
1 3 5 6
page i
1 Key offer information
Key dates
| Event | Date |
|---|---|
| Record Date | 7.00 pm (Sydney time) on 2 December 2010 |
| Announcement Date | 3 December 2010 |
| Documents mailed to Eligible Shareholders |
14 December 2010 |
| Offer opens | 14 December 2010 |
| Offer closes | 5.00 pm (Brisbane time) on 17 January 2011 |
| Allotment Date | 20 January 2011 |
| Expected date for the | |
| commencement of trading in New | 21 January 2011 |
| Shares | |
| Holding statements / confirmation | |
| advices sent to successful | 24 January 2011 |
| applicants |
The timetable is indicative only and ImpediMed may, at its discretion, vary any of the above dates by announcing a revised timetable to ASX.
Defined terms and abbreviations used in this document are set out in clause 19 of the Terms and Conditions in section 4 .
Important notices
The offer contained in this document is not a recommendation to purchase ImpediMed shares. If you are in any doubt about the Offer, you should consult your financial or other professional adviser.
If you apply to participate in the Offer by making a BPAY[® 1] payment or completing and returning the Application Form with a cheque or money order, you are accepting the risk that the market price of Shares may change between the date of the Offer and the Allotment Date. This means it is possible that, up to or after the Allotment Date, you may be able to buy Shares at a lower price than the Offer Price.
Participation in the Offer is not being offered, directly or indirectly, in the United States or to any person that is, or is acting for the account or benefit of, a US Person. This document and any related offering documents must not be mailed or otherwise
1 ® Registered to BPAY Pty Limited ABN 69 079 137 518 New Zealand-based shareholders cannot apply using BPAY® unless they have an Australian bank account.
page 1
transmitted or distributed in or into the United States or to any person that is, or is acting for the account or benefit of, a US Person.
ImpediMed recommends that you monitor its announcements and the Share price, which can be found on its website at www.impedimed.com and on the ASX website at www . asx . com.au (ASX code: IPD). The Share price can also be found in the financial pages of major Australian metropolitan newspapers.
Questions
If you have any questions in relation to the Offer or how to complete the Application Form, please call the Share Registry, Link Market Services Limited, on 1800 500 095 (callers within Australia) or +61 2 8280 7208 (callers outside Australia), or consult your financial or other professional adviser.
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2 Letter from the Chairman
14 December 2010
Dear Shareholder
ImpediMed Limited Share Purchase Plan Offer
On behalf of the Board, I am pleased to offer you the opportunity to apply for New Shares in ImpediMed under the Offer.
The Offer is being made following the Company’s successful institutional placement announced on 3 December 2010 which raised approximately A$10 million.
ImpediMed is seeking to raise up to A$5 million under the Offer. If ImpediMed receives applications in excess of A$5 million, ImpediMed reserves the right to scale back applications. If this occurs, excess funds will be returned to applicants without interest.
As announced on 7 December 2010, Wilson HTM and RBS Morgans have underwritten the Offer up to a maximum of A$4.27 million (subject to the terms of the Underwriting Agreement). This means that the Company expects to raise at least A$4.27 million as a result of the Offer (before costs), even if applications under the Offer are less than A$4.27 million.
Offer details
Under the Offer you can acquire up to A$15,000 worth of New Shares without paying any brokerage or other charges.
The Offer Price is A$0.70 per New Share, representing a discount of 14.6% to ImpediMed’s closing share price on ASX on 1 December 2010 (being the last trading day before the details of the Offer were announced). This is the same price offered to investors under the institutional placement announced on 3 December 2010.
The Offer will open on 14 December 2010 and will remain open until 5.00 pm (Brisbane time) on 17 January 2011 .
Participation in the Offer is optional and is open to Eligible Shareholders who are holders of Shares in ImpediMed at 7.00 pm (Sydney time) on 2 December 2010 and whose registered address is in Australia or New Zealand.
Full details of the Offer and how to participate are contained in the Terms and Conditions in section 4 of this document which I encourage you to read and consider carefully. Further information on ImpediMed’s recent activities are contained in the Company’s ASX announcements which are available from the Company’s website www.impedimed.com and from the ASX website at www . asx .com.au (ASX code: IPD).
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Use of funds
Proceeds from the Offer will be used towards:
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support for a Stanford arm registry submission;
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sales and marketing;
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management launch of the Health Economic Model;
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UB500 development;
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support of FDA filings; and
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general working capital.
If you have any questions, please contact the Company’s share registry, Link Market Services Limited, on 1800 500 095 (callers within Australia) or +61 2 8280 7208 (callers outside Australia), or consult your financial or other professional adviser.
Thank you for your continued support of ImpediMed.
Yours faithfully
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Mel Bridges Chairman
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3 Frequently asked questions
Set out below are answers to some key questions that you may have about the Offer. This table is qualified by and should be read in conjunction with the Terms and Conditions in section 4 .
| Question | Answer |
|---|---|
| What is the Offer? | The Offer enables Eligible Shareholders to apply to purchase up to |
| A$15,000 worth of ordinary shares in ImpediMed without paying any | |
| brokerage or other charges. | |
| Am I eligible to | You are eligible to participate if you fulfil the criteria set out inclause 2of |
| participate? | the Terms and Conditions. |
| You must have been a holder of ImpediMed shares at 7.00 pm (Sydney | |
| time) on 2 December 2010 (Record Date) and your registered address | |
| must be in Australia or New Zealand for you to be eligible to participate. | |
| If you are a nominee or custodian holding shares on behalf of one or more | |
| beneficial holders, you may also apply to purchase up to A$15,000 worth of | |
| shares on behalf of each beneficial holder, subject to complying with the | |
| criteria set out inclause 7.2of the Terms and Conditions. | |
| Do I have to | Participation is optional. |
| participate? | |
| Can I transfer my | You cannot transfer your right to purchase shares under the Offer to |
| entitlement to | anyone else. |
| participate? | |
| How do I apply? | To apply for shares under the Offer you can either: |
| Option 1: Pay by BPAY® | |
| Make payment by BPAYas shown on the Application Form. New Zealand- | |
| based shareholders cannot apply using BPAYunless they have an | |
| Australian bank account. | |
| Option 2: Pay by cheque or money order | |
| Complete and return the enclosed Application Form together with a cheque | |
| or money order made payable to “ImpediMed Limited” as shown on the | |
| Application Form. | |
| What is the maximum | The maximum investment for each shareholder is A$15,000. |
| investment for each | |
| shareholder? | |
| How many shares will | You may apply for a parcel of shares under the Offer with one of the |
| I receive? | application amounts set out inclause 6.2of the Terms and Conditions. |
| The Offer Price is A$0.70 per share. This is a discount of 14.6% to | |
| ImpediMed’s closing share price on ASX on 1 December 2010 (being the | |
| last trading day before the details of the Offer were announced). The Offer | |
| Price also represents a discount of 15.9% to the five day VWAP of Shares | |
| up to and including 1 December 2010. | |
| If ImpediMed receives applications in excess of the A$5 million sought | |
| under the Offer, ImpediMed reserves the right to scale back applications. If | |
| this occurs, excess funds will be returned to applicants without interest. | |
| When will I receive | New Shares will be allotted on 20 January 2011 (Allotment Date). Holding |
| my shares? | statements/confirmation advices are expected to be sent to successful |
| applicants on 24 January 2011. | |
| When can I trade | You can trade your New Shares after the Allotment Date. However, given |
| allocated shares? | the possibility that applications may be scaled back, you should confirm |
| your holding on or after the Allotment Date before trading any New Shares | |
| you believe you have acquired under the Offer. |
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4 Terms and conditions
1 Offer
The Offer entitles eligible ImpediMed shareholders to apply to purchase up to A$15,000 worth of Shares in ImpediMed.
2 Eligibility to participate
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2.1 You are eligible to participate in the Offer if you were a registered holder of Shares at 7.00 pm (Sydney time) on 2 December 2010 ( Record Date ) with a registered address in Australia or New Zealand, unless:
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(a) you hold Shares on behalf of another person who resides outside Australia or New Zealand; or
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(b) you are, or are acting for the account or benefit of, a US Person.
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2.2 ImpediMed has determined that it is either unlawful or impracticable for holders of Shares with registered addresses in jurisdictions outside Australia and New Zealand to participate in the Offer.
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2.3 If you are the only registered holder of a holding of Shares, but you receive more than one offer (for example, due to multiple registered holdings), you may only apply for one maximum parcel of New Shares.
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2.4 Joint holders of Shares will be taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and a certification under clause 7.1(j) by one joint holder will be effective in respect of the other joint holder(s).
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2.5 If you are a Custodian for a beneficiary or beneficiaries, you may apply for one maximum parcel of New Shares for each beneficiary (or if you are a Custodian for two or more joint beneficiaries, for each such holding as if it was held by a single person). Further information in relation to how Custodians may apply for New Shares is set out in clause 7.2 .
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2.6 Directors and employees of ImpediMed who hold Shares may be Eligible Shareholders.
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3 Rights are non-renounceable
If you are an Eligible Shareholder, your rights under the Offer are personal to you and are non-renounceable, which means that you cannot transfer your rights to another person.
4 Offer Price
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4.1 The Offer Price for each New Share is A$0.70 representing a discount of 14.6% to ImpediMed’s closing share price on ASX on 1 December 2010 (being the last trading day before the details of the Offer were announced).
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4.2 The Offer Price also represents a discount of 15.9% to the five day VWAP of Shares up to and including 1 December 2010.
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- 4.3 The Offer Price is fixed, regardless of any changes in the market price of Shares during the offer period.
5
Timing
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5.1 The Offer opens on 14 December 2010 and closes at 5.00 pm (Brisbane time) on 17 January 2011 unless extended. ImpediMed proposes to allot New Shares on 20 January 2011 and send holding statements / confirmation advices to successful applicants on 24 January 2011.
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5.2 ImpediMed reserves the right to extend the Offer, or the proposed Allotment Date at any time by making an announcement to ASX.
6
Applying for New Shares
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6.1 You may apply for a parcel of New Shares under the Offer with one of the application amounts set out in the table below. The maximum investment under the Offer is A$15,000.
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6.2 The number of New Shares you will receive, at each of the available levels, is set out below (rounded up to the nearest whole number of New Shares):
| Application amount | Number of New Shares |
|---|---|
| A$1,000 | 1,429 |
| A$2,500 | 3,572 |
| A$5,000 | 7,143 |
| A$7,500 | 10,715 |
| A$10,000 | 14,286 |
| A$12,500 | 17,858 |
| A$15,000 | 21,429 |
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6.3 You may not apply for more than A$15,000 of Shares in aggregate under the Offer, even though you may receive more than one offer, or offers in more than one capacity, under the Offer.
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6.4
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If you wish to apply for New Shares under the Offer you should either:
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(a) pay directly via BPAY[®] on the internet or by telephone, using the details on the Application Form (New Zealand-based shareholders cannot apply using BPAY unless they have an Australian bank account).[2] The Application Form does not need to be returned in this case; or
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(b) complete the Application Form and forward it with your payment by cheque (or money order) in Australian dollars made payable to “ImpediMed Limited” to the Share Registry, at the address set out on the
2 Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should take this into consideration when making any electronic payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received in time.
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Application Form. A reply paid envelope is enclosed for the convenience of Australian shareholders.
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6.5 Do not forward cash. Receipts for payment will not be issued.
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6.6 Funds paid via BPAY or Application Forms (with application payments) must be received by the Share Registry by 5.00 pm (Brisbane time) on 17 January 2011 . ImpediMed may reject applications received after this time. If your cheque does not clear, your application will not be accepted and you agree to be responsible for any dishonour fees or other costs incurred.
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6.7 If your Application Form or application is incomplete, contains errors or is otherwise invalid or defective, ImpediMed may, in its sole discretion, accept, reject, correct or amend your application, issue such number of New Shares to you as it considers appropriate, refund your application money, or take any combination of these actions. Any necessary refund will be paid to you shortly after the close of the Offer. No interest will be paid on any refunded money.
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6.8 You cannot withdraw or revoke your application once you have sent in an Application Form or paid via BPAY.
7 Effect of making an application
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7.1 If you submit a BPAY payment or complete and return the Application Form:
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(a) you will be deemed to have represented and warranted that you are an Eligible Shareholder, you have read and understood these Terms and Conditions and you subscribe for New Shares in accordance with these Terms and Conditions;
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(b) you authorise ImpediMed to correct minor errors in your Application Form and to complete the Application Form by inserting any missing minor details;
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(c) you acknowledge that the market price of Shares may rise or fall between the date of this Offer and the Allotment Date and that the Offer Price you pay for the New Shares may exceed the market price of the Shares on the Allotment Date;
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(d) you accept the risk associated with any refund that may be dispatched to you at your address as shown on the share register;
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(e) you are responsible for any dishonour fees or other costs ImpediMed may incur in presenting a cheque for payment which is dishonoured;
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(f) you acknowledge that the New Shares have not, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand, and accordingly, the New Shares purchased under the Offer 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 and any other applicable securities laws;
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(g) you represent and warrant that you are not a US Person, and are not applying under the Offer for or on behalf of a US Person;
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(h) you represent and warrant that you have not and will not send any materials relating to the Offer to any person in the United States that is, or is acting for the account or benefit of, a US Person;
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(i) you acknowledge that you have not been provided with investment advice or financial product advice by ImpediMed or the Share Registry; and
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(j) you certify that you have not applied for, or instructed a Custodian to apply on your behalf for, New Shares with an application price which, when aggregated with the application price for any Shares issued to you or a Custodian on your behalf under the Offer or any similar ImpediMed arrangement in the 12 months prior to your application, exceeds A$15,000. This certification by one joint holder of Shares will be effective in respect of the other joint holder(s).
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7.2 If you are a Custodian, you certify:
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(a) that as at the Record Date, you hold Shares on behalf of one or more beneficiaries, and that those beneficiaries have instructed you to apply for New Shares;
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(b) details of the number of beneficiaries who have instructed you to apply for New Shares on their behalf, their names and addresses, the number of Shares you hold on their behalf and the number of New Shares they have instructed you to apply for are correct;
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(c) you have not applied for New Shares on behalf of any beneficiary with an application price which, when aggregated with the application price for any Shares issued to you on behalf of that beneficiary under the Offer or any similar ImpediMed arrangement in the 12 months prior to your application, exceeds A$15,000; and
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(d) you:
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(i) hold an Australian financial services licence that covers the provision of a custodial or depositary service (within the meaning given by section 766E of the Corporations Act) or includes a condition requiring the holder to comply with the requirements of ASIC class order [CO 02/294]; or
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(ii) do not hold an Australian financial services licence as described in the Class Order and are exempt from the requirement to hold such a licence; or
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(iii) otherwise meet the definition of Custodian in the Class Order.
-
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7.3 Custodians wishing to participate on behalf of one or more beneficiaries should contact the Share Registry to obtain more information on how to apply and the form of certification to be given.
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7.4 Please note that if you hold Shares in the capacity of a trustee or a nominee for another person but you do not meet the definition of Custodian in the Class Order, you cannot participate for beneficiaries in the manner outlined in clause 7.2 above. In this case, the rules for multiple registered holdings as described in clause 2.3 apply.
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8 Rights attached to the New Shares
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New Shares issued under the Offer will rank equally with existing Shares and will carry the same voting rights, dividend rights and other entitlements as at the Allotment Date. ImpediMed will apply for the New Shares to be quoted on ASX.
9 Costs of participation
- No brokerage, commissions or other transaction costs will be payable by Eligible Shareholders in respect of the application for, and allotment of, New Shares under the Offer.
10 Applications may be scaled back
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10.1 If ImpediMed receives applications in excess of A$5 million, ImpediMed reserves the right to scale back applications.
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10.2 If applications are scaled back, ImpediMed may in its absolute discretion apply the scale back to the extent and in any manner that it sees fit. If the scale back produces a fractional number of New Shares when applied to your parcel, the number of New Shares you will be allocated will be rounded up to the nearest whole number of New Shares.
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10.3 In the event of a scale back, the difference between the application monies received, and the number of New Shares allocated to you multiplied by the Offer Price, will be refunded by ImpediMed, without interest, following allotment.
11 Refunds
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11.1 Refunds pursuant to the Offer may be paid under various circumstances. For example, if applications are made incorrectly the entire payment may be refunded, or if allocations are scaled back a partial refund may be made.
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11.2 If a refund is made, payment will be by cheque mailed to your address as shown on the Company’s share register.
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11.3 You will not receive any interest on funds refunded to you.
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11.4 Any refund made to you is dispatched at your risk.
12 United States
- 12.1 Participation in the Offer is not being offered, directly or indirectly, in the United States or to any person that is, or is acting for the account or benefit of, a US Person. This document and any related offering documents must not be mailed or otherwise transmitted or distributed in or into the United States or to
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any person that is, or is acting for the account or benefit of, a US Person. Participation in the Offer, directly or indirectly, in violation of these restrictions is not permitted, and any such participation will be invalid.
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12.2 This document is not an offer of securities for sale in the United States or to any person that is, or is acting for the account or benefit of, a US Person. ImpediMed’s Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or delivered, directly or indirectly, in the United States or to any person that is, or is acting for the account or benefit of, a US Person, except in accordance with an available exemption from registration.
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12.3 Because of the legal restrictions summarised above, you must not send copies of any Offer materials to any of your clients (or any other person) in the United States or to any person that is, or is acting for the account or benefit of, a US Person. Consistent with the warranties set out above, you are also advised not to submit any Application Form or make payment by BPAY or otherwise in respect of the purchase of New Shares under the Offer on behalf of any of your clients (or any other person) in the United States or that is, or is acting for the account or benefit of, a US Person. Failure to comply with these restrictions may result in violations of applicable securities laws.
13
Dispute resolution
ImpediMed reserves the right to settle in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Offer and the decision of ImpediMed will be conclusive and binding on all shareholders and other persons to whom the determination relates.
14 Waiver, amendment, suspension and termination
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14.1 ImpediMed may, in its discretion, waive compliance with any provision of these Terms and Conditions, amend or vary these Terms and Conditions or suspend, withdraw or terminate the Offer at any time. Any such waiver, amendment, variation, suspension, withdrawal or termination will be binding on all Eligible Shareholders even where ImpediMed does not notify you of the event.
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14.2 ImpediMed is not liable for loss, cost or expense arising out of any exercise of its discretions under these Terms and Conditions.
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14.3 ImpediMed reserves the right to issue no New Shares or fewer New Shares than an Eligible Shareholder applies for under the Offer if ImpediMed believes the issue of those New Shares would contravene the Class Order, ASIC’s requirements or policy, any law or any ASX Listing Rule.
15
ASIC relief
- 15.1 The Offer is made in accordance with the Class Order. The Class Order grants relief from the requirement to prepare a prospectus for the offer of New Shares up to A$15,000 under the Offer, subject to certain terms and conditions.
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- 15.2 In accordance with the terms of the Class Order, ImpediMed lodged a notice with ASX on 13 December 2010 that complies with section 708A(6) of the Corporations Act.
16
Governing law
These Terms and Conditions are governed by the laws in force in Queensland.
17 Binding terms
By accepting the offer to purchase New Shares under the Offer, you agree to be bound by these Terms and Conditions and the constitution of ImpediMed.
18 Underwriting
The Offer is underwritten up to a maximum of A$4.27 million by Wilson HTM Corporate Finance Ltd and RBS Morgans Corporate Limited (subject to the terms of the Underwriting Agreement).
19 Definitions
In this document the following terms have these meanings:
| Definition | Meaning |
|---|---|
| Allotment Date | The date the New Shares are allotted, expected to be 20 |
| January 2011. | |
| Application | The application form which accompanies this Share |
| Form | Purchase Plan Offer. |
| ASIC | The Australian Securities & Investments Commission. |
| ASX | ASX Limited or the Australian Securities Exchange, as |
| the context requires. | |
| Class Order | ASIC class order [CO 09/425]. |
| Corporations | Corporations Act 2001(Cth). |
| Act | |
| Custodian | The meaning given in the Class Order. |
| Eligible | A person who is eligible to participate in the Offer in |
| Shareholder | accordance withclause 2of the Terms and Conditions. |
| ImpediMed or | ImpediMed Limited ABN 65 089 705 144. |
| Company | |
| New Shares | The Shares offered in the Share Purchase Plan Offer. |
| Offer | The offer of New Shares in the Share Purchase Plan |
| Offer. | |
| Offer Price | A$0.70 per New Share. |
| Record Date | The record date for the Offer being 7.00pm (Sydney |
| time) on 2 December 2010. |
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| Definition | Meaning |
|---|---|
| Share Purchase | This document. |
| Plan Offer | |
| Share Registry | Link Market Services Limited. |
| Shares | Fully paid ordinary shares in ImpediMed. |
| Terms and | The terms and conditions of the Offer set out in |
| Conditions | section 4of this Share Purchase Plan Offer. |
| Underwriting | The underwriting agreement between Wilson HTM |
| Agreement | Corporate Finance Ltd, RBS Morgans Corporate Limited |
| and the Company dated 7 December 2010 in relation to | |
| the underwriting of the Offer up to a maximum of | |
| A$4.27 million. | |
| US Person | A “U.S. person” as defined in_Regulation S_under the_US_ |
| Securities Act of 1933. | |
| US Securities | US Securities Act of 1933. |
| Act | |
| VWAP | Volume weighted average price. |
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All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: 1300 554 474 From outside Australia: +61 2 8280 7454 ASX Code: IPD
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ImpediMed Limited
ABN 65 089 705 144
Website: www.linkmarketservices.com.au
SrN/hIN:
Entitlement Number: record Date: 2 December 2010 Offer Opens: 14 December 2010 Issue Price per Share: $A0.70
Offer Closes
5:00pm (Brisbane Time): 17 January 2011
ShArE PUrChASE PLAN (“SPP”) APPLICATION FOrM
How do I apply for Shares under this offer?
pay[[®]] . [[®]] need to complete or return the Acceptance by 5:00pm (Brisbane Time) on 17 January 2011. By Payment.[[®]] and ImpediMed Limited receives an amount Biller Code: 130310 Ref: pay[[®]]
-
Carefully read the SPP Terms and Conditions accompanying this form.
-
Decide on the amount you wish to apply for.
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Pay for the Shares in accordance with the instructions outlined in the Terms and Conditions Booklet and further important instructions on the reverse of this form.
Option 1: Paying by Bpay[[®]] .
Option 2: Paying by Cheque, Bank Draft or Money Order.
- Payments must be in Australian dollars.
PAYMENT OPTIONS
Option 1: Paying by Bpay[[®]]
Option 2: Paying by Cheque, Bank Draft or Money Order If paying by cheque, bank draft or money order, complete and return the Acceptance Slip attached to this Application Form with your Application Payment.
If paying by Bpay[®] , you do NOT need to complete or return the Acceptance Slip attached to this Application Form below. Payment must be received by the Registry by Bpay[®] by 5:00pm (Brisbane Time) on 17 January 2011. By paying by Bpay[®] , you will be deemed to have completed an Application Form for the number of Shares the subject of your Application Payment. If you make a payment by Bpay[[®]] and ImpediMed Limited receives an amount which is not equal to either A$1,000, A$2,500, A$5,000, A$7,500, A$10,000, A$12,500 or A$15,000, ImpediMed Limited may round down the number of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$1,000.
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A. Tick the box beside the amount you wish to apply for, either A$1,000, A$2,500, A$5,000, A$7,500, A$10,000, A$12,500 or A$15,000.
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B. Enter your cheque, bank draft or money order details. The amount of your Application Payment should be equal to the amount applied for in section A of the Acceptance Slip. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “ImpediMed Limited” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either A$1,000, A$2,500, A$5,000, A$7,500, A$10,000, A$12,500 or A$15,000, ImpediMed Limited may round down the number of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$1,000.
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Telephone & Internet Banking – Bpay[[®]] Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au
- C. Enter your contact telephone number at which we may contact you regarding your application for Shares, if necessary.
® Registered to Bpay Pty Ltd ABN 69 079 137 518
ThIS IS A PErSONALISED FOrM FOr ThE SOLE USE OF ThE ShArEhOLDEr AND hOLDING rECOrDED ABOVE.
Please detach and enclose with payment
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----- Start of picture text -----
Please detach and enclose with payment SRN/HIN:
ImpediMed Limited
Entitlement Number:
ABN 65 089 705 144
9999999
A I/we wish to purchase a parcel of Shares to the dollar amount of (tick one box only):
1,429 Shares 3,572 Shares 7,143 Shares 10,715 Shares 14,286 Shares 17,858 Shares 21,429 Shares
A$1,000 OR A$2,500 OR A$5,000 OR A$7,500 OR A$10,000 OR A$12,500 OR A$15,000
B Make your cheque, bank draft or money order payable to “ImpediMed Limited” and crossed “Not Negotiable”
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$ .00
C Telephone Number – Business Hours Telephone Number – After Hours Contact Name
( ) ( )
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IMPOrTANT INFOrMATION
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This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.
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If you do not wish to purchase additional Shares under this SPP, there is no need to take action.
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Please ensure you have read and understood the SPP Terms and Conditions and this Important Information, before you make the Application Payment by Bpay[®] or you submit your Acceptance Slip with your Application Payment.
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This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.
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If you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Class Order [CO 09/425] you must complete and submit an additional Schedule that contains additional certifications and details that must be provided (“the Schedule”) before your Application will be received. The Schedule can be obtained by contacting the ImpediMed Limited SPP Offer Information Line. Applications received by custodians that are not accompanied by the Schedule will be rejected.
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For applicants that are not required to complete the Schedule, by submitting the Acceptance Slip (with a cheque, bank draft or money order) or making payment by Bpay[®] , you certify that the aggregate of the Application Payment paid by you for:
• the parcel of New Shares indicated on this Application Form or Bpay[®] payment; and
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Bpaypay [[®]] does not exceed A$15,000.
S A M P L E
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any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to the date of submission of the Acceptance Slip or payment by Bpaypay[[®]] does not exceed A$15,000.
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ImpediMed Limited reserves the right to make amendments to this Application Form where appropriate.
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Applicants are not assured of receiving the Shares for which they have applied as ImpediMed Limited may scaleback applications in its discretion.
How to Lodge your Acceptance Slip and Application Payment
A reply paid envelope is enclosed for you to return your Acceptance Slip and Application Payment. No postage stamp is required if it is posted in Australia.
Acceptance Slip and the payment for New Shares must be received by the Registry no later than the closing date shown overleaf. If paying by Bpay[®] you do not need to complete or return the Application Form. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.
Mailing Address or Hand Delivery ImpediMed Limited ImpediMed Limited C/- Link Market Services Limited C/- Link Market Services Limited Locked Bag 3415 Level 15, 324 Queen Street Brisbane QLD 4001 Brisbane QLD 4000 (Please do not use this address for mailing purposes)
Make sure you send your Acceptance Slip and Application Payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (Brisbane Time) on 17 January 2011. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. ImpediMed Limited reserves the right not to process any Acceptance Slips and Application Payments received after the Closing Date.
If you require information on how to complete this Acceptance Slip please contact the ImpediMed Limited SPP Offer Information Line on 1800 500 095 if calling within Australia or +61 2 8280 7208 if calling from outside of Australia.