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IMPEDIMED LIMITED — Capital/Financing Update 2020
Dec 9, 2020
65135_rns_2020-12-09_3b1aad7c-4a4a-4d4b-8eb7-d8ce1c01e387.pdf
Capital/Financing Update
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10 December 2020
ASX ANNOUNCEMENT
NOTICE OF EXERCISE OF OPTIONS
Brisbane, Australia – ImpediMed Limited (ASX.IPD), confirms that in accordance with the prospectus ( Prospectus ) issued for the 13 to 10 accelerated non-renounceable pro rata entitlement offer and announced on 2 April 2020 ( Entitlement Offer ), the third exercise date for the unlisted options ( New Options ) issued under the Entitlement Offer is 31 December 2020.
New Option holders who wish to exercise all or part of their New Options must give the Company or the Share Registry a Notice of Exercise of Options form, together with payment of the exercise monies payable to the Company in connection with the Options being exercised (being $0.0375 (3.75 cents) per New Option) prior to 5.00pm (Sydney time) on Thursday, 31 December 2020.
The latest available market price of IPD ordinary shares was $0.135. The highest and lowest market prices of IPD ordinary shares sold during the 30 days immediately prior to this notice were $0.165 on 30 November 2020 and $0.091 on 10 November 2020, respectively.
The final remaining New Option exercise date is 31 March 2020.
To assist New Option holders, a Notice of Exercise of Options form is attached to this announcement. A fillable form can also be found under the Entitlement Offer section of ImpediMed’s website: https://www.impedimed.com/about/investors/
The Company shall within five business days after the relevant New Option Exercise Date, subject to receipt of a Notice of Exercise of Options form and cleared funds, issue Shares in respect of the New Options exercised and dispatch a holding statement to the holder. Please refer to section 9.2 of the Prospectus for the full details on the terms and conditions of the New Options.
Authorised for release by the Managing Director and CEO, Mr Richard Carreon.
Contact Details
| Investor Relations Contact: | Media Contact: |
|---|---|
| Mike Bassett, ImpediMed | Kyahn Williamson, WE Communications |
| T : +61 407 431 432 | T: +61 3 8866 1200 |
| E: [email protected] | E:[email protected] |
About ImpediMed
Founded and headquartered in Brisbane, Australia with US and European operations, ImpediMed is a medical technology company that uses bioimpedance spectroscopy (BIS) technology to generate powerful data to maximise patient health.
ImpediMed produces a family of FDA cleared and CE Marked medical devices, including SOZO[®] for multiple indications including heart failure, lymphoedema, and protein calorie malnutrition, sold in select markets globally. For more information, visit www.impedimed.com.
All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: +61 1300 554 474 Security Code: IPDOPT1 Website: www.linkmarketservices.com.au
ImpediMed Limited ACN 089 705 144
NAME AND ADDRESS OF OPTIONHOLDER
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| Exercise Price: | $0.0375 | |
|---|---|---|
| Expiry Date: | 31 March 2021 | |
| Options SRN | ||
| HIN to Exercise shares to (if applicable) |
NOTICE OF EXERCISE OF OPTIONS
PLEASE COMPLETE BELOW (using block letters)
I/We apply to exercise the following number of options and make payment in Australian currency drawn on an Australian branch of a financial institution for the amount payable. Please allot me/us Ordinary Shares calculated on the basis of one (1) Ordinary Share for every one (1) Option which I/we exercise. I/We agree to accept such Shares subject to the Constitution of ImpediMed Limited.
| A | NUMBER OF OPTIONS EXERCISED (Exercise all or part of Options) |
NUMBER OF OPTIONS EXERCISED (Exercise all or part of Options) |
B | TOTAL PAYMENT REQUIRED ($0.0375 per Option exercised) |
TOTAL PAYMENT REQUIRED ($0.0375 per Option exercised) |
||
|---|---|---|---|---|---|---|---|
| at$0.0375 per | |||||||
| Option Exercised | $A | ||||||
| , , |
, |
, , |
. |
C PLEASE INSERT YOUR CHEQUE/BANK DRAFT OR MONEY ORDER DETAILS Payment may be made direct to the bank account of ImpediMed Limited on the details provided below. Please note the name of your shareholding as the description.
Bank Details: Commonwealth Bank of Australia Account Name: ImpediMed Ltd BSB: 064-145 AC: 10388850
Bank Reference: Name of Optionholder
Alternatively payment may be made by cheque. Cheques must be drawn on an Australian branch of a financial institution in Australian currency and made payable to “ImpediMed Limited” and crossed “Not Negotiable”.
Cheque Number BSB Account Number -
The application for Shares on the exercise of the Options with the appropriate remittance should be mailed to ImpediMed Limited, should be mailed to Link Market Services Limited at the address on the top of this page (preferred), or to ImpediMed Limited, Unit 1, 50 Parker Court, Pinkenba, QLD 4008.
D YOUR CONTACT DETAILS
| Telephone Number Telephone Number – after hours Contact Name (PRINT) |
Telephone Number Telephone Number – after hours Contact Name (PRINT) |
Telephone Number Telephone Number – after hours Contact Name (PRINT) |
|---|---|---|
| Optionholder 1 Optionholder 2 Optionholder 3 Sole Director and Sole Company Director/Company Secretary Director Secretary SIGNATURE OF OPTIONHOLDER(S) – this MUST be signed E |
This form should be signed by the optionholder(s). Where the optionholder is an individual, a single signature is required. In the case of a joint holding, the signatures of each holder are required. Where the notice is signed by an attorney under power of attorney, please print the name of the attorney and state that the notice is signed under power of attorney and produce the power of attorney for noting purposes. Companies need to sign in accordance with their constitution, and the Corporations Act 2001 (Cth) (Corporations Act).
Date
/ /
IPDO OPT001
IMPEDIMED LIMITED
Rights and liabilities of the Options
The Options were issued on the below key terms and conditions.
Terms and conditions of Options
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(a) The New Options are exercisable in whole or in part on 30 June 2020, 30 September 2020, 31 December 2020 and 31 March 2021 (the date of their expiry) (New Option Exercise Dates) at a price of $0.0375 (3.75 cents) each, but not thereafter. New Options not exercised by 5pm (Sydney time) on 31 March 2021 will lapse.
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(b) Each New Option entitles the holder to subscribe for one Share. Any Shares issued as a result of exercising a New Option will be issued on the same terms and rank in all respects with existing Shares.
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(c) The New Options will be unlisted options.
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(d) The New Options will be registered in the name of a Securityholder in an option register maintained by the Share Registry. Instead of Option certificates, holders will be provided with a holding statement that sets out the number of New Options allotted to them. The notice will also advise holders of their Security Holder Reference Number as well as:
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(i) the exercise price of the Options;
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(ii) the date of issue of the New Options; and
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(iii) the New Option Exercise Dates.
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(e) When exercising New Options, a New Option holder must give the Company or the Share Registry a Notice of Exercise of Options form (the form of which will, on request, be provided by the Share Registry), together with payment of the exercise monies payable to the Company in connection with the Options being exercised (being $0.0375 (3.75 cents) per New Option) on or prior to the relevant New Option Exercise Date.
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(f) If a New Option holder exercises less than the total number of its New Options, the Company must cancel the holding statement and issue the New Option holder a new holding statement for the remaining number of New Options held by the New Option holder.
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(g) The Company shall within five Business Days after the relevant New Option Exercise Date, subject to receipt of a Notice Exercise of Option Form and cleared funds, issue Shares in respect of the New Options exercised and dispatch a holding statement to the holder. An application for official quotation of the Shares allotted and issued as a result of the exercise of the New Options will be made within ten Business Days after the date of issue of the Shares.
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(h) Subject to the Corporations Act, the Constitution and the ASX Listing Rules, the New Options will be fully transferrable.
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(i) A New Option holder is not entitled to participate in any new issue of securities to existing Securityholders unless the New Option holder has exercised its New Options before the record date for determining entitlements to the new issue of securities and participates as a result of holding Shares.
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(j) If the Company makes a bonus issue to Shareholders and no Share has been issued in respect of a New Option before the record date for determining entitlements to the issue, then the number of underlying Shares over which the New Option is exercisable is increased by the number of Shares which the New Option holder would have received if the holder had exercised the New Option before the record date for determining entitlements to the bonus issue, in accordance with the ASX Listing Rules.
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(k) If the Company makes a pro rata issue of securities (except a bonus issue) to Shareholders and no Share has been issued in respect of a New Option before the record date for determining entitlements to the issue, the exercise price of each New Option is reduced in accordance with the ASX Listing Rules.
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(l) If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the New Option holder are to be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
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(m) Any calculations or adjustments which are required to be made under these terms and conditions will be made by the Company and will, in the absence of manifest error, be final and conclusive and binding on the Company and the New Option holder.
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(n) The Company will give written notice to the New Option holder of any adjustment of the exercise price of the New Options and any increase or decrease in the number of New Options under these terms and conditions.
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(o) These terms and conditions and the rights and obligations of New Option holders are governed by the laws of Queensland. Each New Option holder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland.
Personal Information Collection Notification Statement: Link Group advises that personal information it holds about you (including your name, address, date of birth and details of the financial assets) is collected by Link Group organisations to administer your investment. Personal information is held on the public register in accordance with Chapter 2C of the Corporations Act 2001. Some or all of your personal information may be disclosed to contracted third parties, or related Link Group companies in Australia and overseas. Your information may also be disclosed to Australian government agencies, law enforcement agencies and regulators, or as required under other Australian law, contract, and court or tribunal order. For further details about our personal information handling practices, including how you may access and correct your personal information and raise privacy concerns, visit our website at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or contact us by phone on +61 1800 502 355 (free call within Australia) 9am–5pm (Sydney time) Monday to Friday (excluding public holidays) to request a copy of our complete privacy policy.