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USCOM LIMITED — AGM Information 2012
Nov 6, 2012
65979_rns_2012-11-06_89d9b9a7-2abf-4f79-b936-49de92bee7ff.pdf
AGM Information
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USCOM 2012 Annual General Meeting Rob Phillips Executive Chairman and CEO Sydney, Australia 7[th] NOVEMBER 2012
The Measure of Life
www.uscom.com.au
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Agenda
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Review of operations
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Consideration of the Financial Accounts
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Resolutions
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1. Election of Directors
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2. Remuneration report
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3. Resolutions
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General Discussion
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www.uscom.com.au
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Chairman’s Report
“The foundations are in place, and we are poised for growth.”
The Measure of Life
www.uscom.com.au
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Doing what we said we’d do!
“In 2012 we intend to restore sustainable operations, preserve sales, stabilise capital and establish a commercialisation strategy”
2011 AGM
The Measure of Life
www.uscom.com.au
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Sales Recovering, Costs Cut
FY 2012
Annual Revenue
Cash Consumption
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2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
$k
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2005 2006 2007 2008 2009 2010 2011 2012
$k
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Cash Restored
Quarterly 4C results
Cash on hand
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Costs down, Sales steady, Cash up
The Measure of Life
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Successful PP Capital Raising
$1.23m raised at 12c 20% discount at 15c price New and established investors
The Measure of Life
www.uscom.com.au
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Rebuilding Value
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The Measure of Life
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Investment opportunity
Capitalised value of USCOM and competitors
Capitalised Value
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80
70
60
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Equivalent price
50
of competitors
64 $1.20
40 75.1
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Current price
30 $0.165
40.8
20
26.4
10
9.9
0
Pulsion Deltex LiDCO Uscom
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The Measure of Life
www.uscom.com.au
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Outstanding Science 2012
- USCOM included in UK NHS guidelines (UK)
2.
USCOM new gold standard cardiac monitor – 6 to 8 times as accurate as catheter based PAC (Melbourne)
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USCOM better than invasive catheters for managing sepsis (Germany) 4. USCOM to calibrate ventilator monitoring (Germany)
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USCOM preferred to NICE methods for high risk surgery monitoring (Hong Kong)
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USCOM “state of the art” for hypertension in pregnancy (London, Rome) 7. USCOM used to reduce sepsi s mortality by 90% (Australia) 8. USCOM used for chemotherapy monitoring (Germany)
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USCOM for hypertension treatment – 3 studies herald adoption for USCOM (International Society of Hypertension)
The Measure of Life
www.uscom.com.au
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Commercialisation strategy
Pharmaceuticals
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Ultrasound CO module
Crit Care CO Monitoring module
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Home care Hypertension, HF and sleep monitoring
Ventilation CO module
Pacemaker optimisation unit - ElectroCOM www.uscom.com.au
Mobile Monitoring module The Measure of Life
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Potential annual market
$million
25 25
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12
10 •
6 6 •
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USCOM monitors
USCOM USCOM
USCOM 1A USCOM new ultrasound ventilators USCOM home
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Commercialisation strategy
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Partnership with instant take up of technology
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4 new markets
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20% Penetration
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No Upgrades
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USCOM gross $84m pa
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• Cap val = 12xPE = $1,008m
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• 100m shares @ $18
Total = $84m pa
Current
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New
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www.uscom.com.au
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Uscom – Product platform
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Small, Telemetric, Continuous, Portable, USCOM App
The Measure of Life
www.uscom.com.au
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IP - Adding value
USCOM has significant value in patent protected IP
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22 granted patents 5 pending applications 2 registered trade marks Uscom Patent Report – 18[th] Oct 2012 Building a product pipeline….
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The Measure of Life
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Why are we here?
“ There are no words to describe how we felt “ Abbie's mother Charlotte Pattison
www.uscom.com.au
The Measure of Life
Courtesy of Dr. He, Guangdong General Hospital, NICU The Measure of Life
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www.uscom.com.au
Courtesy of Dr. He, 深圳市儿童医院 NICU
Guangdong General Hospital, NICU The Measure of Life
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Indonesian Paediatric Intensive Care Society Prof Antonius Pudjiadi The Measure of Life
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www.uscom.com.au
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Why we are here!
“ This machine is saving lives. ” There are no two ways about it!
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Professor Brendan Smith
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Sepsis
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Mean Mortality % 2006-2012
30
25
20
Australia
NSW
15
Australian Rural
NSW Rural
10
Bathurst USCOM
5
0
2006 2007 2008 2009 2010 2011 2012
%
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Mortality reduced 60.7% to 4.4% (-93%) Renal failure reduced 52.7% to 2.6% (-95%) Emergency transports reduced 24.6 to 3.2% (-87%).
From ANZICS CORE database.
The Measure of Life Brendan E Smith MB.,Ch.B., FFA, RCS.
www.uscom.com.au
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2013
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Continue sound management
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Leverage the outstanding science of USCOM into global practice
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Develop new USCOM devices to meet the clinical needs of multiple markets
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- Expand global commercial opportunities
The Measure of Life
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Opportunity
“Uscom may just be the next big Australian medical device success story.
The foundations are in place, and we are poised for growth.”
The Measure of Life
www.uscom.com.au
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Accounts and Resolutions
Information relating to the Financial Accounts and Resolutions were included in the Notice of Meeting, dated 5[th] October 2012
Financial Accounts discussion and adoption Resolution 1 – Election of Christian Bernecker Resolution 2 – Election of Sheena Jack Resolution 3 – Remuneration Report Resolution 4 – Ratification of Private Placement Shares Resolution 5 – Approval of Private Placement Shares Resolution 6 – Approval of Issue of Shares to Sheena Jack Resolution 7 – Additional Share Issue under Listing Rule 7.1A Resolution 8 – Approval of Issue of Options to Rob Phillips QUESTIONS?
The Measure of Life
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Adoption of Financial Accounts
Financial Accounts discussion and adoption
“ Financial Statements and Reports To receive and consider the reports of the directors and of the auditors, the income statement, balance sheet and cash flow statement for the year ended 30 June 2012. ”
QUESTIONS?
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Resolutions
ALLOCATION OF PROXIES:
The Chairman intends to vote in favour of all resolutions and abstain from res 3 and 8.
| ~~The Measure of Life~~ www.uscom.com.au For Against Open Total Shares (%) Hold(%) Shares (%) Hold(%) Shares (%) Hold(%) Shares Hold 1. Elect Christian Bernecker 9,717,972 (55.13) 22(59.46) 1,630,564(9. 25) 4(10.81) 6,277,579 (29.73) 11(29.3) 17,626115 37 2. Elect Sheena Jack 9,717,972 (55.13) 22(59.46) 1,630,564(9. 25) 4(10.81) 6,277,579 (29.73) 11(29.3) 17,626115 37 3. Remuneration Report 15,932,614( 90.39) 31(83.78) 1,693,501(9. 61) 6(16.22) 0(0) 0(0) 17,626,115 37 4. Ratify Share PP 1,629,156(1 7.02) 17(45.95) 1,664,902(1 7.39) 9(24.32) 6,277,579(6 5.59) 11(29.73) 9,571,637 37 5. Approve Share PP 9,684,634(5 4.94) 18(47.37) 1,664,902(9. 45) 9(23.68) 6,277,579(3 5.61) 11(28.95) 17,627,115 38 6. Approve Shares to Sheena Jack 9,661,770(5 4.82) 16(42.10) 1,687,579(2 8.95) 11(28.95) 6,277,579(3 5.61) 11(28.95) 17,627,115 38 7. Additional Share Issue 9,664,770(5 4.83) 17(44.73) 1,684,766 (9.56) 10(26.32) 6,277,579(3 5.61) 11(28.95) 17,627,115 38 8. Options Rob Phillips 9,621,770(5 4.59) 15(39.47) 1,727,766 (9.80) 12(31.58) 6,277,579(3 5.61) – 22,000(0.35) 11(28.95) 17,627,115 38 |
For | For | Against | Against | Open | Open | Total | Total | |
|---|---|---|---|---|---|---|---|---|---|
| Shares (%) | Hold(%) | Shares (%) | Hold(%) | Shares (%) | Hold(%) | Shares | Hold | ||
| 1. Elect Christian Bernecker | 9,717,972 (55.13) |
22(59.46) | 1,630,564(9. 25) |
4(10.81) | 6,277,579 (29.73) |
11(29.3) | 17,626115 | 37 | |
| 2. Elect Sheena Jack | 9,717,972 (55.13) |
22(59.46) | 1,630,564(9. 25) |
4(10.81) | 6,277,579 (29.73) |
11(29.3) | 17,626115 | 37 | |
| 3. Remuneration Report | 15,932,614( 90.39) |
31(83.78) | 1,693,501(9. 61) |
6(16.22) | 0(0) | 0(0) | 17,626,115 | 37 | |
| 4. Ratify Share PP | 1,629,156(1 7.02) |
17(45.95) | 1,664,902(1 7.39) |
9(24.32) | 6,277,579(6 5.59) |
11(29.73) | 9,571,637 | 37 | |
| 5. Approve Share PP | 9,684,634(5 4.94) |
18(47.37) | 1,664,902(9. 45) |
9(23.68) | 6,277,579(3 5.61) |
11(28.95) | 17,627,115 | 38 | |
| 6. Approve Shares to Sheena Jack |
9,661,770(5 4.82) |
16(42.10) | 1,687,579(2 8.95) |
11(28.95) | 6,277,579(3 5.61) |
11(28.95) | 17,627,115 | 38 | |
| 7. Additional Share Issue | 9,664,770(5 4.83) |
17(44.73) | 1,684,766 (9.56) |
10(26.32) | 6,277,579(3 5.61) |
11(28.95) | 17,627,115 | 38 | |
| 8. Options Rob Phillips | 9,621,770(5 4.59) |
15(39.47) | 1,727,766 (9.80) |
12(31.58) | 6,277,579(3 5.61) – 22,000(0.35) |
11(28.95) |
17,627,115 |
38 |
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Resolution 1
Election of Christian Bernecker To consider and, if thought fit, to pass the following ordinary resolution of the Company:
"That Mr Christian Bernecker, a Director having been appointed since the last AGM, retires in accordance with Rule 6.2(c) of the Company’s Constitution and, being eligible for re-election, be re-elected as a Director of the Company.”
The Measure of Life
www.uscom.com.au
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Resolution 2
Election of Sheena Jack
To consider and, if thought fit, to pass the following ordinary resolution of the Company:
"That Ms Sheena Jack, a Director having been appointed since the last AGM, retires in accordance with Rule 6.2(c) of the Company’s Constitution and, being eligible for re-election, be re-elected as a Director of the Company.”
The Measure of Life
www.uscom.com.au
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Resolution 3
Remuneration Report To consider and, if thought fit, to pass the following non-binding resolution of the Company:
‘ ’ . That the Remuneration Report be adopted
The Measure of Life
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Resolution 4
Ratification of Private Placement of Shares To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 2 million shares at an issue price of $0.075 on 2 July 2012 and 5.8 million shares at an issue price of $0.12 per share on 4 September 2012 to the persons identified, and on the terms described, in the Explanatory Statement which forms part of this Notice of Meeting is approved.”
The Measure of Life
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Resolution 5
Approval of Private Placement of Shares To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, the issue of 2,884,997 fully paid ordinary shares at a price of $0.12 per share to the persons identified, and on the terms described, in the Explanatory Statement which forms part of this Notice of Meeting is approved.”
The Measure of Life
www.uscom.com.au
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Resolution 6
Approval of Issue of Shares to Sheena Jack To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of 350,000 fully paid ordinary shares at a price of $0.12 per share to Sheena Jack, or her nominee, on the terms described in the Explanatory Statement which forms part of this Notice of Meeting is approved.”
The Measure of Life
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Resolution 7
Additional Share Issue Capacity under Listing Rule 7.1A To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."
The Measure of Life
www.uscom.com.au
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Resolution 8
Approval of Issue of Options to Rob Phillips To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, the issue of 3,000,000 options to Mr Rob Phillips on the terms described in the Explanatory Statement which forms part of this Notice of Meeting is approved."
The Measure of Life
www.uscom.com.au
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USCOM 2012 Annual General Meeting Rob Phillips Executive Chairman and CEO Sydney, Australia 7[th] NOVEMBER 2012
The Measure of Life
www.uscom.com.au