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INVION LIMITED — Capital/Financing Update 2015
Mar 29, 2015
65148_rns_2015-03-29_f4c86b31-c491-4861-8471-5b2086bed643.pdf
Capital/Financing Update
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30 March 2015
Dear Shareholder
Invion Limited Entitlement Offer – notice to ineligible shareholders
On 20 March 2015, Invion Limited ( Invion ) announced a $5 million equity raising through a $895,000 placement to professional and sophisticated investors ( Placement ), and a $4.1 million 2 for 7 nonrenounceable rights issue to existing shareholders ( Entitlement Offer ) (together the Equity Raising ) of fully paid ordinary shares in Invion ( New Shares ).
Funds raised from the Placement and Entitlement Offer will be applied to the further development of Invion’s three drug assets - INV102 (nadolol), INV103 (ala-Cpn10) and INV104 (zafirulkast), as well as for general working capital.
The Entitlement Offer is fully underwritten by Patersons Securities Limited ACN 008 896 311 and Morgans Corporate Limited ACN 010 539 607.
Summary of key terms of the Entitlement Offer
Under the Entitlement Offer, Eligible Shareholders (defined below) will be invited to subscribe for 2 New Shares for every 7 existing Invion ordinary shares held at 7.00pm (AEDT) on Thursday 26 March 2015 ( Record Date ) at an offer price of 2.5 cents per New Share ( Entitlement ).
The Entitlement Offer is being made at the same offer price as the Placement.
The Entitlement Offer is being made by Invion without a disclosure document or product disclosure statement in accordance with section 708AA of the Corporations Act 2001 (Cth) ( Corporations Act ).
Documents relating to the Entitlement Offer were lodged with ASX on 20 March 2015 and are being mailed to Eligible Shareholders. Shareholder approval is not required for Invion to make the offer under the Entitlement Offer.
Eligibility of shareholders to participate in the Entitlement Offer
Invion has determined, pursuant to ASX Listing Rule 7.7.1(a) and section 9A(3) Corporations Act, that it would be unreasonable to make offers to shareholders in all countries in connection with the Entitlement Offer. Accordingly, in compliance with ASX Listing Rule 7.7.1(b) and section 9A(3)(b) Corporations Act, this letter is to inform you that Invion has determined that you are not an Eligible Shareholder and therefore are ineligible to apply for New Shares under the Entitlement Offer.
You are not required to do anything in response to this letter.
The Entitlement Offer is only available to Eligible Shareholders. An Eligible Shareholder means a holder of Invion shares at 7.00pm (AEDT) on the Record Date who:
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has a registered address in Australia and New Zealand or is a Shareholder that Invion has otherwise determined is eligible to participate; and
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is eligible under all applicable securities laws to receive an offer under the Entitlement Offer without any requirement for a prospectus to be lodged or registered.
As you do not satisfy the criteria for eligibility, Invion is unfortunately unable to extend the Entitlement Offer to you.
Invion Limited ABN 76 094 730 417 GPO Box 1557, Brisbane, QLD, 4001. P +61 7 3295 0500 F +61 7 3295 0599 www.inviongroup.com
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New Shares equivalent to the number of New Shares you would have been entitled to if you were an Eligible Shareholder may be allocated to Eligible Shareholders who subscribe for New Shares in excess of their entitlement under the Entitlement Offer or in accordance with the underwriting agreement.
The Directors also reserve the right, subject to the requirements of the Listing Rules and the Corporations Act, to place these, in addition to any shortfall shares remaining after the close of the Entitlement Offer (and completion of the top up facility, if any) within 3 months after the closing date of the Entitlement Offer to either existing or new Shareholders at their discretion at a price not less than the offer price of New Shares under the Entitlements Offer.
As the Entitlement Offer is non-renounceable, you will not receive any payment or value for these entitlements in respect of any New Shares that would have been offered to you if you were eligible.
Further information
If you have any queries, please call 1300 859 277 (inside Australia) or +61 1300 859 277 (outside Australia) or, alternatively, consult your professional adviser.
On behalf of the Directors, I thank you for your continued support of Invion.
Yours sincerely
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Dr Greg Collier
Managing Director & Chief Executive Officer
Invion Limited ABN 76 094 730 417 GPO Box 1557, Brisbane, QLD, 4001. P +61 7 3295 0500 F +61 7 3295 0599 www.inviongroup.com