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MACH7 TECHNOLOGIES LIMITED — Capital/Financing Update 2015
Oct 26, 2015
65285_rns_2015-10-26_0603c49d-a88a-4b2c-9c29-edb268f58de4.pdf
Capital/Financing Update
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ASX Announcement
27 October 2015
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Letter to Option Holders
3D Medical Limited (ASX: 3DM ) ( 3DM or the Company ) advises that the attached letter has been sent to all holders of options in the Company, inviting them to participate in 3DM’s capital raising by exercising their options. The capital raising is being undertaken by 3DM in connection with the Company’s proposed merger with Mach7 Technologies Pte. Ltd. ( Mach7 ) through acquisition of 100% of the issued capital of Mach7.
For further information on the merger and capital raising, please refer to the Company’s announcement and investor presentation dated 26 October 2015.
-ENDS
For more information, contact :
Alyn Tai Company Secretary T: + 61 (0) 3 9286 7502 M: + 61 (0) 423 071 940 E: [email protected]
About 3D Medical Limited:
At 3D Medical our aim is to aid medical professionals in the facilitation of improved clinical care, improving medical procedures, diagnostics and ultimately improving patient outcomes.
3D Medical is a medical specific 3D printing and holographic projection and data integrations provider. Our services 3D Medical Printing; EchoPixel (holographic projection technology); GestSure (in surgery image control); Mach 7 (enterprise imaging solution provides healthcare organisations with the ability to archive, consolidate, access, and share medical imaging data across departments, locations and regions); and MediDATA provide medical practices the opportunity to leverage their analytical capabilities to gain an improved understanding of the characteristics of the patients which drive their business.
These new and innovative products leverage data already captured by conventional imaging modalities and apply it in more meaningful ways to deliver improved economic and patient outcomes.
Further information is available at www.3DMedical.com.au
About Mach7 Technologies:
Mach7 is a global provider of enterprise image management systems and services that allow healthcare enterprises to easily identify, connect, and share diagnostic image and patient care intelligence where and when it is needed. Their innovative communication and workflow technology delivers complete image management including rapid record identification, integration, synchronisation and routing, advanced clinical viewing, and optimized vendor neutral archiving (VNA) across the enterprise.
Healthcare institutions around the world use Mach7 solutions for archiving, clinical productivity improvement, IT cost savings, health information exchange, meaningful use compliance, and improved patient data communication. Mach7 has locations in the U.S., Asia, Australia, and the Middle East.
Further information is available at www.mach7t.com
3D Medical Limited ACN 007 817 192
Unit 4, 435 Williamstown Road, Port Melbourne, Victoria 3207 W:www.3Dmedical.com.au I E:[email protected] I T:+613 9646 2222 I F:+613 9645 4707
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26 October 2015
Dear Option holder
3D Medical Limited capital raising
URGENT – confirmation of acceptance required by 5.00pm (Melbourne time) on Wednesday 28 October 2015
3D Medical Limited ( 3DM ) is proposing to conduct a capital raising in conjunction with its proposed merger with Mach 7 Technologies Pte Ltd ( Mach7 ) and, as part of that capital raising, providing you with an opportunity to exercise the options currently on issue to you in respect of 3DM.
As at the date of this letter, you currently hold:
-
[number] options with an exercise price of $0.05 per option expiring on 6 August 2016; and
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[number] options with an exercise price of $0.05 per option expiring on 6 February 2017
( Options ).
Transaction overview
As announced to the market on 26 October 2015, 3DM intends to merge with Mach7 Technologies Pte. Ltd., a company incorporated in Singapore ( Mach7 ).
Mach7 is a global provider of enterprise image management systems that allow healthcare enterprises to easily identify, connect, and share diagnostic image and patient care intelligence where and when needed. The solutions improve patient care, compliance and clinician satisfaction. In September, Frost & Sullivan named Mach7 Technologies Medical Imaging Informatics Company of the Year in the Asia Pacific region.
Further details regarding the proposed transaction were announced to the market on 26 October 2015.
As part of the transaction, 3DM will acquire all of the share capital of Mach7 in consideration for the issue of ordinary shares and preference shares by 3DM to the shareholders of Mach7. The purpose of the capital raising to be undertaken by the 3DM is to raise working capital to support future growth of the merged entity.
Offer to participate in capital raising
3DM would like to invite you to participate in the capital raising by exercising your Options by no later than the date which is 1 Business Day after 3DM receives all necessary shareholders approvals at the general meeting approve the proposed transactions (which is scheduled to be held in early 2016) ( Exercise Date ).
3D Medical Limited ACN 007 817 192 Unit 4, 435 Williamstown Road, Port Melbourne, Victoria 3207 W:www.3Dmedical.com.au I E:[email protected] I T:+613 9646 2222 I F:+613 9645 4707
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To confirm your binding agreement to the exercise of your Options, please compete the Acceptance Form (see Annexure 1) and return it via email or facsimile by no later than 5.00pm (Melbourne time) on Wednesday 28 October 2015 to:
Alyn Tai, Company Secretary Email: [email protected] Facsimile: + 61 (0) 3 9662 1472
By signing and returning your Acceptance Form to us, you will enter into an irrevocable and legally binding obligation to exercise your Options prior to the Exercise Date, which acceptance is subject only to shareholder approval being obtained by 3DM in relation to the capital raising.
Queries
If you have any queries regarding this letter, please contact the Company Secretary on the details below.
Alyn Tai Company Secretary Direct: + 61 (0) 3 9286 7502 Mobile: + 61 (0) 423 071 940 Email: [email protected]
Yours sincerely
Alyn Tai Company Secretary
3D Medical Limited ACN 007 817 192 Unit 4, 435 Williamstown Road, Port Melbourne, Victoria 3207 W:www.3Dmedical.com.au I E:[email protected] I T:+613 9646 2222 I F:+613 9645 4707
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Annexure 1
Acceptance Form 3D Medical Limited capital raising
This Acceptance Form must be emailed or faxed by no later than 5.00pm (Melbourne time) on Wednesday 28 October 2015 to:
Alyn Tai Company Secretary Email: [email protected] Facsimile: + 61 (0) 3 9662 1472
Option holder details Name: Address: Phone: Email: Total number of options being exercised _________________ options with an exercise price of $0.05 per option expiring on 6 August 2016 __________________options with an exercise price of $0.05 per option expiring on 6 February 2017 Exercise price per option $0.05 Total exercise price
We acknowledge that by signing and returning this Acceptance Form we are bound by, and irrevocably agree to exercise the options specified above ( Options ). We agree to do all acts and things necessary to give effect to the exercise of the Options in accordance with this Acceptance Form.
We further acknowledge that some or all of the Options may be classified as restricted securities until 18 February 2017, and that any underlying shares issued upon the exercise of restricted Options will be escrowed for the balance of the restriction period until 18 February 2017.
Signature: Date: Authorised signatory details:
Name Title Company Name
3D Medical Limited ACN 007 817 192 Unit 4, 435 Williamstown Road, Port Melbourne, Victoria 3207 W:www.3Dmedical.com.au I E:[email protected] I T:+613 9646 2222 I F:+613 9645 4707