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OSTEOPORE LIMITED — Capital/Financing Update 2023
Mar 12, 2023
65512_rns_2023-03-12_0aed9103-f3d2-42ad-a1ce-800abd54c4d5.pdf
Capital/Financing Update
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Dear Shareholder
Notice to Eligible Shareholders of Non-Renounceable Entitlement Offer
We write to you as the registered holder of fully paid ordinary shares ( Shares ) in Osteopore Limited (ACN 630 538 957) (ASX:OSX) ( Osteopore or Company ) as at 16 March 2023.
Pursuant to the prospectus lodged with ASX and ASIC on 10 March 2023 ( Prospectus ), Osteopore is undertaking a non-renounceable entitlement issue of 1 new Share for every 4 existing Shares held by Eligible Shareholders on the record date, being 5.00pm (AWST) on 16 March 2023 ( Record Date ) at an issue price of A$0.085 per new Share to raise up to approximately A$2,633,617 (before costs) ( Entitlement Offer ). Participants in the Entitlement Offer will also be issued 1 free quoted option exercisable at A$0.225 each and expiring on the date that is three years from the date of issue ( Quoted Option ) for every 1 new Share subscribed for under the Entitlement Offer.
Any Securities not validly subscribed for pursuant to the Entitlement Offer will form the Top-Up Offer ( Top-Up Offer ). The issue price for each new Share to be issued under the Top-Up Offer shall be A$0.085, being the price at which Shares are being offered under the Entitlement Offer. Participants in the Top-Up Offer will also be issued 1 free Quoted Option for every 1 new Share subscribed for under the Top-Up Offer.
Capitalised terms used, but not defined in this letter have the meaning ascribed to them in the Prospectus.
How to Access the Entitlement Offer and Top-Up Offer
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ONLINE - The Entitlement Offer and Top-Up Offer and personalised Entitlement Form can be accessed via the Company’s offer website: https://events.miraqle.com/osx-offer
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PAPER - Request a paper copy of the Prospectus and the personalised Entitlement Form: 1300 847 879
Any Securities which are not taken up in accordance with the Entitlement Offer and the Top Up Offer ( Remaining Shortfall Securities ) may be applied for by New Investors ( Shortfall Offer ). The issue price of Shares offered under the Shortfall Offer will be A$0.085 each, which is the issue price at which Shares have been offered to Eligible Shareholders under the Entitlement Offer and the Top Up Offer. Participants in the Shortfall Offer will also be issued 1 free Quoted Option for every 1 new Share subscribed for under the Shortfall Offer. Pursuant to the Shortfall Offer, any Remaining Shortfall Securities will be placed within three months of the Closing Date of the Entitlement Offer and the Top Up Offer.
Key Features of the Entitlement Offer and Top-Up Offer
The Entitlement Offer and Top-Up Offer are available to Eligible Shareholders registered at 5:00pm (AWST) on the Record Date whose registered address is in Australia, New Zealand, Malaysia or Singapore. The Entitlement Offer and Top-Up Offer are not being extended to any shareholders with addresses outside these jurisdictions. Please note that Shares will be quoted on an ‘ex’ basis from 15 March 2023 and, therefore, any Shares bought on market on or after this date will not be entitled to participate in the Offers.
The Entitlement Offer is non-renounceable, meaning that Eligible Shareholders will not be able to transfer their Entitlements pursuant to the Entitlement Offer and, if they do not take up their Entitlements pursuant to the Entitlement Offer, their holdings will be diluted.
All of the Shares issued pursuant to the Entitlement Offer and Top-Up Offer (and on exercise of the Quoted Options) will rank equally with the existing Shares on issue in the Company from the date of allotment. Further details regarding the rights and liabilities attaching to Shares and Quoted Options is contained in the Prospectus.
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Purpose of the Offers
Proceeds from the Offers will be used to support sales momentum, develop and launch new breakthrough products, secure regulatory clearances in new markets and provide capacity for continued exploration of potential partnerships and acquisition opportunities aimed at increasing Company value, provide general working capital and to pay the costs of the Offers. Further details in respect of the Company's intended use of funds is set out in the Prospectus.
The above is a statement of current intentions at the date of this Prospectus. Intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.
Prospectus
Details of the Offers are contained in the Prospectus. The Prospectus can be accessed from the ASX and Company websites, www.asx.com.au and www.osteopore.com/investors#asx-announcements respectively.
It is important that you read the Prospectus carefully before deciding whether to participate in the Offers, and seek advice from your financial adviser if you have any queries. This notice is to inform you of the Offers. You are not required to do anything in respect to this letter.
Indicative Offer Timetable
| Event | Date |
|---|---|
| Lodgement of Appendix 3B with ASX | 10 March 2023 (after |
| market close) | |
| Lodgement of Prospectus with the ASIC and ASX | 10 March 2023 (after |
| market close) | |
| Ex-date | 15 March 2023 |
| Record Date for determining Entitlements | 16 March 2023 |
| Despatch of Prospectus and Application Form | 21 March 2023 |
| Opening date for the Offers | 21 March 2023 |
| Last day to extend the Closing Date of the Offers (other than the Shortfall | Before noon (Sydney |
| Offer and Lead Manager Offer) | time) on 30 March 2023 |
| Company holds General Meeting and ASX notified of results of the | 31 March 2023 |
| General Meeting | |
| Closing Date of the Offers (other than the Shortfall Offer and Lead | 4 April 2023 |
| Manager Offer) as at 5.00pm (AEST)* | |
| Securities under the Entitlement Offer, Top-Up Offer and Placement | 5 April 2023 |
| Option Offer quoted on a deferred settlement basis | |
| Announcement of results of Entitlement Offer and Top-Up Offer | 12 April 2023 |
| Issue date and lodgement of Appendix 2A with ASX applying for quotation | Before noon (Sydney |
| of Shares and Quoted Options subscribed for under the Entitlement Offer, | time) on 13 April 2023 |
| Top-Up Offer and Placement Option Offer |
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| Quotation of Securities issued under the Entitlement Offer, Top-Up Offerand Placement Option Offer* | 14 April 2023 |
|---|---|
| Issue of Remaining Shortfall Securities under Shortfall Offer (if any) andLead Manager Options under the Lead Manager Option Offer | By no later than 4 July2023 |
- All dates (other than the date of the Prospectus and the date of lodgement of the Prospectus with ASIC and ASX) are indicative only. The Directors may extend the Closing Date in respect of the Entitlement Offer and Top-Up Offer by giving at least 3 Business Days’ notice to ASX prior to the Closing Date. As such, the date the Securities to be issued under the Offers are expected to commence trading on ASX may vary.
For all enquiries concerning the Offers, please contact the Company Secretary by telephone on +61 8 9482 0500. For all general shareholder enquiries, please contact the Company's Share Registry on 1300 847 879 (within Australia) and +61 1300 847 879 (outside Australia). You should also consult your stockbroker, solicitor, accountant or other suitably qualified professional adviser to evaluate whether or not to participate in the Offers.
Yours faithfully
Mark Leong Executive Chairman Osteopore Limited
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