GI Dynamics®, (ASX:GID) a medical technology company that has
developed an innovative device to improve outcomes for patients
diagnosed with type 2 diabetes and obesity is pleased to announce
that it has received commitments for a private placement of
69,865,000 fully paid CHESS Depositary Interests (CDIs) of the
Company (representing 1,397,300 shares of common stock) at an issue
price of A$0.022 per CDI to sophisticated and professional
investors in Australia and certain other jurisdictions to raise
approximately A$1.5 million (Placement). The Company is also
pleased to announce it will shortly be offering an opportunity to
participate in a Security Purchase Plan (SPP) to Eligible
Shareholders with a registered address in Australia or New Zealand
to raise up to an additional A$987,910 (see further details
below).
The financing was led by significant internal shareholder
participation.
GI Dynamics is focused on commercialization in Europe, moving
forward as rapidly as possible with a US Investigational Device
Exemption (IDE) study with the Food and Drug Administration (FDA),
while continuing to operate the Company in a fiscally conservative
manner.
Use of proceeds should allow GI Dynamics to continue operating,
based on current operating levels, through the 2017 calendar year
and allow it time to further solidify its ongoing European
commercial and United States development options. The Company will,
however, continue to evaluate its financing needs moving
forward.
GI Dynamics is also committed to evolving the Board of Directors
and bringing on talented new directors with significant executive,
medical device development and commercial experience.
“We continue to execute in the rebuilding of GI Dynamics,” said
Scott Schorer, president and CEO of GI Dynamics. “That entails a
focus on expanding our commercial efforts in Europe and leveraging
ongoing work on the reimbursement fronts in the United Kingdom and
Germany. In addition, we are very focused on our ongoing dialogue
with the FDA with the intent of finding a balanced approach to
securing United States regulatory clearance.”
“Our efforts to add talent to the Company will manifest itself
in additions to the Board of Directors as well. We continue our
dedication to executing our strategy and maximizing shareholder
value in a disciplined and accountable manner,” said Schorer.
PlacementThe CDIs that have been subscribed for under the
Placement comprise 69,865,000 CDIs (representing 1,397,300 shares
of common stock), which are available for issue under the Company’s
15% placement capacity under ASX Listing Rule 7.1. The Placement
CDIs will be issued on or around 20, December 2016 and will rank
equally in all respects with CDIs on issue at the date of
allotment.
Bell Potter Securities Limited (Bell Potter) acted as the sole
lead manager to the Placement. As part of Bell Potter’s
remuneration for acting as lead manager it will, if approved by the
Company’s shareholders, be granted options to be issued that number
of CDI’s that is equal to 5% of the total number of CDIs issued
under the Placement and SPP. If shareholders approve their issue,
each option will have an exercise price of A$0.04 and may be
exercised at any time between their date of issue and the third
anniversary of that date. Shareholder approval will be sought for
the issue of the options to Bell Potter no later than the next
Annual General Meeting of the Company, which is currently scheduled
to take place in May 2017.
Security Purchase PlanGI Dynamics is also pleased to
announce the terms of an offer to Eligible Shareholders of the
Company with a registered address in Australia or New Zealand
(Eligible Shareholders) under a SPP to raise up to a maximum of
A$987,910.
Under the SPP, each Eligible Shareholder who held CDIs in the
Company at the record date of 7:00 p.m. on 13, December 2016
(Sydney time) will, subject to the terms of the SPP, be entitled to
acquire up to approximately A$15,000 of new CDIs, which will rank
equally in all respects with the CDIs of the Company on issue at
the date of their allotment (SPP CDIs). The SPP CDIs will be
offered at an issue price of A$0.022 per CDI, which is the same
issue price under the Placement.
If, however, subscriptions under the SPP exceed the maximum, the
Company will scale back the number of SPP CDIs to be issued to each
Eligible Shareholder in any such manner as it determines. If
applications are scaled back, any excess application monies will be
refunded without interest. The proceeds of the SPP will be used by
the Company for the same purposes as the funds raised under the
Placement.
Shareholder approval is not required for the issue of SPP CDIs
to Eligible Shareholders. Full details of the SPP will be released
to the ASX and mailed to Eligible Shareholders shortly.
Restrictions on resale of securities in the United
StatesThe securities to be offered have not been registered
under the Securities Act of 1933, as amended (Act), or any state
securities laws, and until so registered may not be offered or sold
in the United States except pursuant to an exemption from the
registration requirements of the Act and applicable state
securities laws. This announcement is not an offer to sell, nor a
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or jurisdiction in which
the offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction or an applicable exemption therefrom.
About GI DynamicsGI Dynamics, Inc. (ASX: GID) is the
developer of EndoBarrier®, the first endoscopically delivered
device therapy approved for the treatment of type 2 diabetes and
obesity. EndoBarrier is approved and commercially available in
multiple countries outside the United States. EndoBarrier is not
approved for sale in the United States and is limited by federal
law to investigational use only in the United States. Founded in
2003, GI Dynamics is headquartered in Boston, Massachusetts. For
more information, please visit www.gidynamics.com.
Forward-Looking StatementsThis announcement contains
forward-looking statements concerning our development and
commercialization plans; our potential revenues and revenue growth,
costs, excess inventory, profitability, and financial performance;
our ability to obtain reimbursement for our products; our clinical
trials and associated regulatory submissions and approvals; the
number and location of commercial centers offering the
EndoBarrier®; and our intellectual-property position. These
forward-looking statements are based on the current estimates and
expectations of future events by the management of GI Dynamics,
Inc. as of the date of this announcement and are subject to a
number of risks and uncertainties that could cause actual results
to differ materially and adversely from those indicated in or
implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to, risks associated
with the consequences of terminating the ENDO trial and the
possibility that future clinical trials will not be successful or
confirm earlier results; risks associated with obtaining funding
from third parties; risks relating to the timing and costs of
clinical trials, the timing of regulatory submissions, and the
timing, receipt, and maintenance of regulatory approvals, the
timing and amount of other expenses and the timing and extent of
third-party reimbursement; risks associated with commercial product
sales, including product performance; competition; risks related to
market acceptance of products; intellectual-property risks; risks
related to excess inventory; and risks related to assumptions
regarding the size of the available market, benefits of our
products, product pricing, timing of product launches, future
financial results, and other factors, including those described in
our filings with the US Securities and Exchange Commission. Given
these uncertainties, you should not place undue reliance on these
forward-looking statements. We do not assume any obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise, unless
required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20161214005897/en/
Investor RelationsGI DynamicsUnited States:Monica
Bellevue, +1-781-357-3246Investor
Relationsinvestor@gidynamics.com
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