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IMPEDIMED LIMITED — Capital/Financing Update 2023
Jun 20, 2023
65135_rns_2023-06-20_c3d1608b-b33f-4a2b-b0f8-ac1872ed9537.pdf
Capital/Financing Update
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Proposed issue of securities
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Update Summary
Entity name IMPEDIMED LIMITED
Announcement Type
Update to previous announcement
Date of this announcement
21/6/2023
Reason for update to a previous announcement
The allotment of shares under the SPP is now being issued under exception 5 of Listing Rule 7.2
Refer to next page for full details of the announcement
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Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
IMPEDIMED LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type Registration Number ABN 65089705144
1.3 ASX issuer code
IPD
1.4 The announcement is
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Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
The allotment of shares under the SPP is now being issued under exception 5 of Listing Rule 7.2
1.4b Date of previous announcement to this update
19/5/2023
1.5 Date of this announcement
21/6/2023
1.6 The Proposed issue is:
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An offer of +securities under a +securities purchase plan A placement or other type of issue
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Part 4 - Details of proposed offer under securities purchase plan
Part 4A - Conditions
4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No
Part 4B - Offer details
Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued
ASX +security code and description
IPD : ORDINARY FULLY PAID
Will the proposed issue of this +security include an offer of attaching +securities? No
Details of +securities proposed to be issued
ASX +security code and description
IPD : ORDINARY FULLY PAID
Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 38,461,538
Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No
Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? Yes
Describe the maximum subscription condition
The SPP is to raise approximately $5,000,000. However ImpediMed reserves the right to increase the size of the SPP at its discretion.
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Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes
Is the minimum acceptance unit based or dollar based? Dollar based ($)
Please enter the minimum acceptance value
$ 1,000
Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes
Is the maximum acceptance unit based or dollar based? Dollar based ($)
Please enter the maximum acceptance value
$ 30,000
Describe all the applicable parcels available for this offer in number of securities or dollar value
Each Eligible Shareholder may participate in the SPP by applying for parcels of New Shares valued at A$1,000, A$2,500, A$5,000, A$7,500, A$10,000, A$12,500, A$15,000, A$20,000, A$25,000 or A$30,000.
Offer price details
Has the offer price been determined?
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Yes
In what currency will the offer What is the offer price per be made? +security? AUD - Australian Dollar AUD 0.13000
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed? Yes
Describe the scale back arrangements
ImpediMed aims to raise approximately $5,000,000 under the SPP. ImpediMed reserves the right, in its absolute discretion, to scale back applications if they exceed $5,000,000 in aggregate and in the manner it sees fit.
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
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Part 4C - Timetable
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4C.1 Date of announcement of +security purchase plan
19/5/2023
4C.2 +Record date
18/5/2023
4C.3 Date on which offer documents will be made available to investors
30/5/2023
4C.4 Offer open date
30/5/2023
4C.5 Offer closing date
16/6/2023
4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer
21/6/2023
Part 4D - Listing Rule requirements
4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes
Part 4E - Fees and expenses
4E.1 Will there be a lead manager or broker to the proposed offer? No
4E.2 Is the proposed offer to be underwritten? No
4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No
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4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
Fees and costs incurred by the Company in connection to the SPP include share registry fees, ASX fees, legal fees, and printing and mailing costs.
Part 4F - Further Information
4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
Refer to the ASX announcement and Investor Presentation released to ASX on 19 May 2023.
4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No
4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer All countries outside of Australia and New Zealand.
4F.3 URL on the entity's website where investors can download information about the proposed offer https://www.impedimed.com/about/investors/
4F.4 Any other information the entity wishes to provide about the proposed offer
No
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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No
Part 7B - Issue details
Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class
Details of +securities proposed to be issued
ASX +security code and description IPD : ORDINARY FULLY PAID Number of +securities proposed to be issued 153,846,153 Offer price details
Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.13000
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes
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Part 7C - Timetable
7C.1 Proposed +issue date
29/5/2023
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No
7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes
7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?
153,846,153 New Shares will be issued utilising the Company's 15% placement capacity under listing rule 7.1.
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue? Yes
7E.1a Who is the lead manager/broker?
Canaccord Genuity (Australia) Limited, Wilsons Corporate Finance Limited and Jarden Australia Pty Ltd are acting as Joint Lead Managers. Morgans Corporate Limited (Morgans) are acting as co-manager.
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
For the Lead Managers: 5.0% of the Gross Proceeds raised under the Placement (exclusive of GST). Morgans will be paid an amount equal to $100,000 plus 1.5% of the Gross Proceeds raised from the securities allocated to Morgans to place.
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7E.2 Is the proposed issue to be underwritten? No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Share registry fees, settlement fees and legal fees.
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
Refer to the ASX announcement and Investor Presentation released to ASX on 19 May 2023.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No
7F.2 Any other information the entity wishes to provide about the proposed issue
No
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)
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