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UNIVERSAL BIOSENSORS INC. — Capital/Financing Update 2024
Apr 18, 2024
65977_rns_2024-04-18_2d5fc7e1-fd0c-446e-94d7-f5b5d3c508a1.pdf
Capital/Financing Update
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ASX Announcement
19 April 2024
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ENTITLEMENT OFFER OPENS AND DESPATCH OF PROSPECTUS
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO ANY U.S. PERSON
Universal Biosensors, Inc. (ASX:UBI) ("UBI" or "Company") refers to its previous announcement on Thursday, 11 April 2024 in relation to its fully underwritten pro-rata non-renounceable entitlement offer of CHESS depositary interests over new fully paid shares of common stock in UBI ("New CDIs") to raise approximately A$10 million, together with 1 new option with an exercise price of A$0.20 per option for every 1 New CDI acquired ("Entitlement Offer").
A copy of the transaction specific prospectus ("Prospectus") was lodged with the Australian Securities and Investments Commission and ASX on Thursday, 11 April 2024.
The Company is pleased to confirm that the Entitlement Offer is now open and that it will today complete despatch of the Prospectus, including personalised Application Forms, to Eligible Securityholders.
Eligible Securityholders are encouraged to carefully read the Prospectus for further details relating to the Entitlement Offer. The Prospectus contains important information that securityholders and investors should consider.
The Prospectus also relates to an offer of options (on the same terms as the options offered under the Entitlement Offer) to participants under the Placement (announced Monday, 25 March 2024) and to the Underwriter of the Entitlement Offer.
The Entitlement Offer is expected to close at 5.00pm (Melbourne time) on Wednesday, 1 May 2024.
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Announcement authorised by the Board of Directors of Universal Biosensors, Inc.
For further information contact:
Salesh Balak Company Secretary 0414 508 852
Email [email protected] www.universalbiosensors.com
Telephone +61 3 9213 9000 Facsimile +61 3 9213 9099
Universal Biosensors, Inc. ARBN 121 559 993
1 Corporate Avenue, Rowville Victoria 3178, Australia
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Important Information: Restriction on U.S. Persons Purchasing CDIs and Options
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States, its possessions and territories, or any state or the District of Columbia ("United States"), and may not be distributed, reproduced, published or released, in whole or in part, directly or indirectly, in the United States or in any jurisdiction in which such an offer would be illegal, or to any U.S. Person (as defined in Regulation S under the United States Securities Act of 1933, as amended ("U.S. Securities Act")), or to any resident of the United States or to any other person to whom, such an offer would be illegal.
Universal Biosensors is incorporated in the State of Delaware and its securities have not been registered under the U.S. Securities Act or the laws of any state or other jurisdiction in the United States. Trading of Universal Biosensors CHESS Depositary Interests (“CDIs”), options to purchase CDIs (“Options”) and the CDIs underlying such Options on the Australian Securities Exchange (“ASX”) is not subject to the registration requirements of the U.S. Securities Act in reliance on Regulation S under the U.S. Securities Act and a related ‘no action’ letter issued by the U.S. Securities and Exchange Commission to the ASX in 2000. As a result, the CDIs, the Options and the CDIs underlying such Options are “restricted securities” (within the meaning of Rule 144(a)(3) under the U.S. Securities Act) and may not be offered, sold, pledged or otherwise transferred into the United Stated or to, or for the account or benefit of, a U.S. Person unless registered under the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States or an applicable exemption from such registration requirements is available. For instance, U.S. Persons who are qualified institutional buyers (“QIBs”, as defined in Rule 144A under the U.S. Securities Act) may purchase CDIs and Options in reliance on the exemption from the registration requirements of the U.S. Securities Act pursuant to Rule 144A. The Options may not be exercised by or for the account or benefit of any U.S. Person unless registered under the U.S. Securities Act or an applicable exemption from such registration requirement is available. To enforce the transfer restrictions, the CDIs, the Options and the CDIs underlying such Options bear a “FOR US” designation on the ASX. This designation restricts CDIs from being purchased by U.S. Persons except those who are QIBs. However, the CDIs, the Options and the CDIs underlying such Options may be freely transferred on the ASX to any person other than a U.S. Person. In addition, hedging transactions with regard to the CDIs and the Options may not be conducted unless in compliance with the U.S. Securities Act and any state or any other jurisdiction of the United States.
The offer and sale of the CDIs, Options, the CDIs underlying such Options and the shares of the Company’s common stock underlying any such CDIs (collectively, the “Securities”), have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Offers and sales of Securities to investors outside the United States that are not, and are not acting for the account or benefit of, U.S. Persons in the Offer are being conducted in a manner exempt from registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act, and the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act. Accordingly, the Securities may not be offered, sold, pledged or otherwise transferred in the United States or to, or for the account or benefit of, any U.S. Person except in compliance with the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States or pursuant to an exemption from, or in a transaction exempt from or not subject to such registration requirements and any other applicable securities laws. The Options may not be exercised by or for the account or benefit of any U.S. Person unless registered under the U.S. Securities Act or an applicable exemption from such registration requirement is available. No holder of Securities will have the right to require the Company to register any of the Securities under the U.S. Securities Act. Hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act and applicable United States securities laws any state or any other jurisdiction of the United States.
Forward Looking Statements and Risks
This announcement contains certain forward-looking or hypothetical statements. The statements contained in this presentation that are not purely historical are forward-looking statements within the meaning of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements in this presentation include statements regarding our expectations, beliefs, hopes, intentions or strategies. You can identify these forward-looking statements by the fact that they use words such as “anticipate”, “estimate”, “expect”, “project”, “should”, “can”, “could”, “propose”, “potential”, “outlook”, “future”, “illustration”, “predict”, “will”, “would”, “intend”, “plan”, “believe”, “target”, “may”, “assume” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. All forward-looking statements included in this presentation are based upon information available to us as of the date hereof, and are based on assumptions and contingencies that are subject to change
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without notice and involve known and unknown risks and uncertainties and other factors are beyond the control of the Company, its directors and management. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which these statements are based. Readers are cautioned not to place undue reliance on forwardlooking statements and except as required by law or regulation, none of the Company, its representatives or advisers, and we assume no obligation to update any such forward-looking statement as a result of new information, future events or otherwise. No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Presentation. Our actual results could differ materially from our current expectations. All forward-looking statements are qualified in their entirety by the cautionary statements that UBI makes from time to time in its filings with the United States Securities and Exchange Commission and public communications. The Company is subject to a number of risks which may result in our actual results differing materially from our current expectations. These risks may be out of the control of, and unknown to, UBI and its officers, employees, advisors or agents. For a summary of key risks, refer to the Company’s most recent Form 10K filed with the United States Securities and Exchange Commission and the Australian Securities Exchange.
About Universal Biosensors
Universal Biosensors, founded in 2001, specialises in the design and development of electrochemical cells (strips) used in conjunction with point of use devices that are used in various industries such as healthcare (point of care), wine, food, and agriculture. UBI’s ambition is to build a multi product stable of biosensors in large markets which generate ongoing revenue streams. For additional information regarding Universal Biosensors, Inc., refer to: http://www.universalbiosensors.com.