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IMPEDIMED LIMITED — Capital/Financing Update 2010
Mar 31, 2010
65135_rns_2010-03-31_bb857d80-921e-40a8-bc18-39b8b2716a45.pdf
Capital/Financing Update
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1 April 2010
Australian Securities Exchange Announcement
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
IMPEDIMED ANNOUNCES INSTITUTIONAL PLACEMENT AND 1 FOR 8 NONRENOUNCEABLE PRO-RATA ENTITLEMENT OFFER TO RAISE UP TO A$20.1 MILLION
ImpediMed Limited (“ ImpediMed ” or the “ Company ”) is pleased to announce an equity raising of up to A$20.1 million at an offer price of A$0.65 per share (the “ Offer ”).
The equity raising comprises:
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an institutional placement of 15.4 million shares to institutional investors which raised approximately A$10.0 million (the “ Institutional Placement ”); and
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a non-renounceable 1 for 8 pro-rata entitlement offer to eligible shareholders at A$0.65 per share to raise up to A$10.1 million (“ Entitlement Offer ”).
The Company continues to focus on supporting broad adoption of the L-Dex[TM] U400 device by breast surgeons and oncologists in the US by building reimbursement coverage on the new technology specific category three code. The Company is also completing the development of its next generation device, the L-Dex[TM] UB500, for assisting in the clinical assessment of unilateral and bilateral lymphoedema of the arms and legs.
Proceeds from the Offer will primarily be used to facilitate adoption of the L-Dex by surgeons and oncologists in the US. The Company intends to use the proceeds of the Offer:
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To expand reimbursement and sales teams in the US
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To expand the training and technical support team and the senior executive team in San Diego
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For marketing programs (including a patient registry to potentially include ASBS members, SSO and Stanford)
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To complete the development of the UB500 and its clinical validation in key trials
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For general working capital purposes
Wilson HTM and RBS Morgans are Joint Lead Managers to the Offer.
ASX CODE: IPD
In Australia: ImpediMed Limited Unit 50 Parker Court Pinkenba, QLD 4008 Phone : +61-7-3860-3700
ImpediMed Limited ABN 47 106 092 577 Website: www.impedimed.com
Institutional Placement
The Institutional Placement was conducted by way of a bookbuild on 31 March 2010 at a price of $0.65 per share. The Company will issue 15.4 million shares under the Institutional Placement on or about 8 April 2010.
Entitlement Offer
Shareholders with registered addresses in Australia and New Zealand as at the Record Date are entitled to participate in the Entitlement Offer (“ Eligible Shareholders ”). The Record Date for the Entitlement Offer is 7.00 pm (Sydney time) on 15 April 2010. Accordingly, the last day ImpediMed shares are expected to trade with an entitlement to participate in the Entitlement Offer is on 8 April 2010.
Under the Entitlement Offer, eligible shareholders are invited to participate on a pro-rata basis to their existing holdings by subscribing for 1 new ImpediMed share for every 8 ImpediMed shares owned, at a price of A$0.65 per share. The Entitlement Offer is not underwritten. To the extent that there is any shortfall in subscriptions under the Entitlement Offer, the Directors reserve the right to allocate top up shares or place any shortfall at their discretion within 3 months of the closing date of the Entitlement Offer.
The entitlements are non-renounceable and will not be tradeable on the ASX or otherwise transferable. Eligible Shareholders who do not take up their full entitlement will not receive any value in respect of entitlements they do not take up. Shareholders who are not eligible to participate will not receive any value in respect of entitlements they would have received had they been eligible.
Eligible Shareholders who take up their entitlement in full may apply for additional shares in excess of their entitlement under a top up facility. Allocations under the top up facility will be subject to any shortfall under the Entitlement Offer and will be made at the Company’s absolute discretion. Eligible Shareholders wishing to participate in the Entitlement Offer will receive further information shortly. Participants in the Institutional Placement are eligible to participate in the Entitlement Offer.
The offer price of A$0.65 represents a discount of 13.3% to ImpediMed’s closing price on 30 March 2010 and a discount of 21.8% to the one month VWAP.
Key dates for the Institutional Placement and Entitlement Offer are set out below. The dates are indicative only and ImpediMed reserves the right to vary them, subject to the Corporations Act 2001 (Cth) and the ASX Listing Rules.
ASX CODE: IPD
In Australia: ImpediMed Limited Unit 50 Parker Court Pinkenba, QLD 4008 Phone : +61-7-3860-3700
Website: www.impedimed.com
Indicative Timetable
| Announcement of the Offer – Announcement, Appendix 3B andsection 708AA Cleansing Notice lodged with ASX | 1 April 2010 |
|---|---|
| Settlement of Institutional Placement | 8 April 2010 |
| Ex Date – shares trade without the right to participate in theEntitlement Offer | 9 April 2010 |
| Record Date to determine entitlements (7.00 pm Sydney time) | 15 April 2010 |
| Anticipated despatch of Entitlement Offer Booklet and Entitlement andAcceptance Forms | 19 April 2010 |
| Entitlement Offer Opening Date | 19 April 2010 |
| Entitlement Offer Closing Date (5.00 pm Sydney time) - last day forlodgement of Entitlement and Acceptance Forms and payment in full | 7 May 2010 |
| Anticipated allotment of new shares issued under the Entitlement Offer | 17 May 2010 |
| Expected date for commencement of trading of new shares issuedunder the Entitlement Offer on the ASX | 18 May 2010 |
Enquiries about the capital raising should be directed to ImpediMed’s CEO, Greg Brown, on +61 7 3860 3700.
END
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This announcement has been prepared for publication in Australia and may not be distributed or released in the United States. This announcement does not constitute an offer of shares for sale in the United States or in any other jurisdiction in which such an offer would be illegal. The new shares the subject of this capital raising have not been, and will not be, registered under the US Securities Act of 1933 and, accordingly, may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of such Act and applicable US state securities laws.
ASX CODE: IPD
In Australia: ImpediMed Limited Unit 50 Parker Court Pinkenba, QLD 4008 Phone : +61-7-3860-3700
Website: www.impedimed.com