OSP Osprey Medical Inc

Highlights

• Over-subscribed Placement with commitments received from sophisticated and professional investors to raise approximately A$22.2 million at an issue price of A$0.40 per CDI
• Fully underwritten, non-renounceable Entitlement Offer to be offered at the same price to raise approximately A$10.3 million
• Proceeds to be used primarily to expand US sales force and initiate a pilot European sales programme
• Post raise Osprey will be in a strengthened financial position with a pro-forma cash balance of US$39.1 million (A$48.9 million at FX rate of $0.80)

Osprey Medical Inc. (ASX:OSP) (Osprey or Company) today announces that it has received commitments from sophisticated and professional investors to subscribe for 55,464,076 CHESS Depositary Interests (CDIs) (representing 27,732,038 million new fully paid shares of Common Stock) at A$0.40 per CDI to raise approximately A$22.2 million (Placement). The Placement was over-subscribed.

Osprey is also undertaking a fully underwritten, non-renounceable entitlement offer of approximately 25,785,924 new CDIs (representing approximately 12,892,962 new fully paid shares of Common Stock) at the same price to raise approximately A$10.3 million (Entitlement Offer).

The funds raised from the Placement and Entitlement Offer will be primarily used by the Company for:

• expanding US sales force to increase coverage of the US with focus on geographies with a high share of AKI;
• initiating a pilot European sales programme in Germany;
• ongoing support for post approval market trials and physician sponsored trials for scientific presentation and publications;
• continuing research and development of the product portfolio; and
• costs of the offer.

Mike McCormick, President and CEO of Osprey, commented “We are delighted with the oversubscribed Placement, and the introduction of several new shareholders. It reflects a strong endorsement from the investment community for our commercialisation strategy and it places Osprey in a strengthened financial position to fulfil its mission to make heart imaging and treatment procedures safer for patients with poor kidney function.”

Canaccord Genuity (Australia) Limited and Bell Potter Securities Limited acted as the joint lead managers to the Placement and Entitlement Offer. Evans and Partners Pty Ltd acted as co-lead manager. Vesparum Capital is acting in an independent capital markets advisory role for Osprey.

The CDIs under the Placement and Entitlement Offer will be issued on the same terms as, and will rank equally with, the existing CDIs of Osprey.

Placement details

The Placement will be completed in one tranche consisting of 55,464,076 CDIs (representing 27,732,038 shares of Common Stock) to be issued within Osprey’s 15% placement capacity under ASX Listing Rule 7.1 and its 10% placement capacity under ASX Listing Rule 7.1A. Accordingly, stockholder approval of the Placement is not required.

The investors under the Placement are sophisticated and professional investors and include certain existing securityholders of Osprey. Osprey’s largest CDI holder, Brandon Capital Partners (including funds that Brandon Capital Partners Pty Ltd and BCP3 Pty Ltd manage), has subscribed for its pro-rata allocation of 13,002,674 CDIs (approximately A$5.2 million). Settlement of the Placement is expected to occur on Thursday, 10 August 2017.

Entitlement Offer details

The Entitlement Offer will be made to all CDI holders in Australia, New Zealand, Hong Kong and Singapore (Eligible Holders) who are registered as holders of the Company’s CDIs as at 7.00pm (Melbourne time) on 9 August 2017 (Record Date). CDI holders with a registered address outside Australia, New Zealand, Hong Kong or Singapore are considered ineligible securityholders and cannot participate in the Entitlement Offer.

Under the Entitlement Offer, Eligible Holders will have the opportunity to subscribe for one new CDI for every 10 CDIs in the Company of which they are the registered holder at 7.00pm (Melbourne time) on the Record Date at an issue price of $0.40 per CDI. The Entitlement Offer will be non-renounceable.

The Issue Price represents:

• an 8.0% discount to Osprey’s closing CDI price on 1 August 2017, the trading day immediately prior to Osprey entering into a trading halt in connection with the Placement and Entitlement Offer; and
• a 14.8% discount to the 10 trading day VWAP of Osprey’s CDIs ending on 1 August 2017.

The Entitlement Offer will incorporate a top-up facility under which Eligible Holders can apply to take up new CDIs in excess of their pro rata entitlement (Top Up Facility). Applications under the Top Up Facility will be considered to the extent there is a shortfall under the Entitlement Offer and will be subject to the terms set out in the Offer Booklet to be issued in connection with the Entitlement Offer.

Underwriting and sub-underwriting arrangements

The Entitlement Offer is fully underwritten.

Canaccord Genuity (Australia) Limited and Bell Potter Securities Limited are underwriting the Entitlement Offer. Brandon Capital Partners has committed to take up a minimum of its pro rata entitlement under the Entitlement Offer and to fully sub-underwrite the remainder of the Entitlement Offer.

If Eligible Holders do not take up their pro rata entitlements under the Entitlement Offer, the shortfall will be allocated:

• first, to Eligible Holders who apply to take up additional new CDIs in accordance with the terms of the Top Up Facility; and
• next, to the underwriters and sub-underwriter.

Further details regarding the underwriting and sub-underwriting arrangements are set out in the Offer Booklet to be issued in connection with the Entitlement Offer.

Authorised share capital

In connection with the Entitlement Offer, Osprey intends to amend and restate its Certificate of Incorporation to increase its authorised share capital before the closing date of the Entitlement Offer.

Enquiries

Eligible Holders will be sent further details about the Entitlement Offer in an Offer Booklet. Eligible Holders should read the Offer Booklet carefully before making any investment decision regarding the Entitlement Offer.

Eligible Holders who have questions relating to the Entitlement Offer should call the Entitlement Offer information line on 1300 420 406 from 8.30am to 5.00pm (Melbourne time) on business days during the offer period.

 

Key dates for the Entitlement Offer

Event     Date Announcement of Placement and Entitlement Offer     4 August 2017 Ex-date for Entitlement Offer     8 August 2017 Record Date to determine entitlement to participate in the Entitlement Offer     7.00pm on 9 August 2017 Dispatch Offer Booklet and personalised entitlement and acceptance forms to Eligible Holders     14 August 2017 Entitlement Offer opens     9.00am on 14 August 2017 Entitlement Offer closes     5.00pm on 25 August 2017 Shortfall announced to ASX     30 August 2017 Issue of CDIs under Entitlement Offer     4 September 2017 New CDIs under Entitlement Offer commence trading on ASX on a normal basis     5 September 2017 Dispatch of holding statements     6 September 2017

Dates and times above are indicative only and subject to change. All dates and times are references to Melbourne time.

 

Osprey, with the consent of the underwriters, reserves the right to amend any or all of these dates and times, subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws and regulations. In particular, Osprey reserves the right to extend the closing date of the Entitlement Offer, to accept late applications (either generally or in particular cases) and to withdraw the Entitlement Offer without prior notice. Any extension of the closing date may have a consequential impact on the date that new CDIs are issued. Applicants are encouraged to submit their acceptance forms as soon as possible after the Entitlement Offer opens.

Osprey also reserves the right not to proceed with the whole or part of the Entitlement Offer at any time prior to the issue of the new CDIs. In that event, application monies (without interest) would be returned to applicants.

View source version on businesswire.com: http://www.businesswire.com/news/home/20170808005597/en/

MediaWE BuchanAmanda LohT: (613) 8866 1215aloh@buchanwe.com.auorInvestorsWE BuchanRebecca WilsonM: (61) 417 382 391rwilson@buchanwe.com.auorCompanyOsprey Medical Inc.Doug SchoenbergT: (952) 955 8230VP of Marketingdschoenberg@ospreymed.com