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IMPEDIMED LIMITED Capital/Financing Update 2019

Jun 26, 2019

65135_rns_2019-06-26_62df70c2-0fd5-4bab-a6ba-aa385a6767bf.pdf

Capital/Financing Update

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27 June 2019

ASX ANNOUNCEMENT

NOTICE UNDER SECTION 708AA(2)(F) OF THE CORPORATIONS ACT 2001 (CTH)

Brisbane, Australia and Carlsbad, Calif. – ImpediMed Limited (ASX: IPD) ( ImpediMed or the Company ), a global provider of medical technology to non-invasively measure, monitor and manage tissue composition and fluid status using bioimpedance spectroscopy (BIS), today announced a fully underwritten, non-renounceable pro rata entitlement offer of up to approximately 126.6 million new fully paid ordinary shares in the Company ( New Shares ), at an issue price of $0.11 per New Share ( Issue Price ), to raise up to approximately $13.9 million (before costs and expenses) ( Entitlement Offer ).

Under the Entitlement Offer, shareholders of the Company ( Shareholders ) who will be eligible to participate in the Entitlement Offer ( Eligible Shareholders ) have the opportunity to subscribe for 1 New Share for every 3 fully paid ordinary shares in the Company ( Shares ) of which they are the registered holder as at 7.00pm (AEDT) on 2 July 2019 ( Record Date ). The Entitlement Offer is non-renounceable.

The Entitlement Offer is fully underwritten. ImpediMed has entered into an Underwriting Agreement with Canaccord Genuity (Australia) Limited and Wilsons Corporate Finance Limited ( Underwriters ).

Statements under sections 708AA(2)(f) and 708AA(7) of the Corporations Act 2001 (Cth) (Act)

ImpediMed advises that:

  • 1 ImpediMed will offer the New Shares for issue without disclosure under Part 6D.2 of the Act.

  • 2 This notice is given under section 708AA(2)(f) of the Act as notionally modified by Australian Securities and Investments Commission ( ASIC ).

  • 3 As at the date of this notice, ImpediMed has complied with:

  • (a) the provisions of Chapter 2M of the Act as they apply to ImpediMed; and

  • (b) section 674 of the Act.

  • 4 As at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) and 708AA(9) of the Act (as notionally modified by ASIC) that is required to be set out in this notice.

  • 5 Having regard to the composition of ImpediMed’s share register, the terms of the Entitlement Offer, the underwriting and sub-underwriting arrangements in place for the Entitlement Offer, and the nature of the Underwriters and sub-underwriters, ImpediMed does not believe that any person will increase their percentage shareholding in ImpediMed pursuant to the Entitlement Offer in a way which will have any material impact on the control of ImpediMed. The potential effect that the issue of the New Shares under the Entitlement Offer will have on the control of ImpediMed, and the consequences of that effect, are as follows:

  • (a) if all Eligible Shareholders take up their entitlements under the Entitlement Offer, there will be no significant effect on the control of ImpediMed;

  • (b) if Eligible Shareholders do not take up all of their entitlements under the Entitlement Offer, the shareholding interests of those Eligible Shareholders will be diluted; and

  • (c) the proportional interests of Shareholders with registered addresses outside Australia and New Zealand will be diluted because those Shareholders are not entitled to participate in the Entitlement Offer.

For more information, please contact:

more information, please contact:
Company Investor and media relations
Richard Carreon, ImpediMed Managing Director &
CEO
Morten Vigeland, ImpediMed CFO
T: +1 (760) 585-2100
Kyahn Williamson, WE Buchan
Tel: +61 (3) 9866 4722
Email:[email protected]

About ImpediMed

Founded and headquartered in Brisbane, Australia with U.S. offices in Carlsbad, Calif. And Bloomington, Minn., ImpediMed is the world leader in the development and distribution of medical devices employing bioimpedance spectroscopy (BIS) technologies for use in the noninvasive clinical assessment and monitoring of fluid status in patients. ImpediMed has the first medical device with FDA clearance in the U.S. to aid healthcare professionals to clinically assess unilateral lymphoedema of the arm and leg in women and the leg in men. For more information, visit www.impedimed.com.

Forward-Looking Statements

This announcement contains or may contain forward-looking statements that are based on management’s beliefs, assumptions and expectations and on information currently available to management.

All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements, including without limitation our expectations with respect to our ability to expand sales and market acceptance in the US and Australia including our estimates of potential revenues, costs, profitability and financial performance; our ability to develop and commercialize new products including our ability to obtain reimbursement for our products; our expectations with respect to our clinical trials, including enrolment in or completion of our clinical trials and our associated regulatory

submissions and approvals; our expectations with respect to the integrity or capabilities of our intellectual property position.

Management believes that these forward-looking statements are reasonable as and when made. You should not place undue reliance on forward-looking statements because they speak only as of the date when made. ImpediMed does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. ImpediMed may not actually achieve the plans, projections or expectations disclosed in forward-looking statements. Actual results, developments or events could differ materially from those disclosed in the forward-looking statements.