Key highlights
- US$7m private placement to Allan Gray
at an issue price of US$0.11 per CDI
- 1 for 5 non-renounceable entitlement
offer to be offered to eligible holders at the same issue price to
raise a maximum of approximately US$7.4m
- Brandon Capital Partners (26.9%
shareholder) intends, subject to relevant internal approvals, to
take up its pro-rata entitlement under the Entitlement Offer
- Top-up facility to be offered under
which eligible holders can apply to take up new CDIs in excess of
their pro rata entitlement
- Proceeds to be used primarily to
accelerate Osprey’s GPO-focused growth strategy following recent
major contract wins and notification of the Breakthrough Technology
Award received from Premier Inc., one of the largest GPOs in the
US
Minnesota-based Osprey Medical Inc. (ASX:OSP) (Osprey or
Company) today announces that it has entered into an agreement
with Allan Gray, a leading investment management firm, to subscribe
for approximately 64.5m CHESS Depositary Interests (CDIs) in
the Company (representing approximately 32.3m shares of common
stock) through the Australian Securities Exchange (ASX) at US$0.11
per CDI (Issue Price) to raise US$7.0m (before costs and
expenses) (Placement).
The Placement will fall within Osprey’s existing capacity under
ASX Listing Rules 7.1 (50,926,230 CDIs) and 7.1A (13,589,900 CDIs)
and does not require stockholder approval.The funds raised from the
Placement and the Entitlement Offer (described below) will be
primarily used by the Company for the following purposes:
- to expand the US sales team and
resources to accelerate the GPO-focused growth strategy, with a
focus on geographies with a high proportion of member hospitals
(particularly Premier hospitals);
- ongoing support for post-approval
market trials, registry studies and physician sponsored trials for
specific presentations and publications;
- to accelerate pilot sales programmes in
Western Europe – Italy, Germany and the UK; and
- continued research and development of
the product portfolio.
Entitlement Offer
In addition to the Placement, the Company is offering existing
holders of CDIs 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 Friday, 2 November
2018 (Record Date) the opportunity to participate in a pro
rata non-renounceable entitlement offer (Entitlement Offer).
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 1 new CDI for every 5 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 A$0.155
per CDI, to raise a maximum of approximately A$10.5m (before costs
and expenses).
The Issue Price represents a:
- 11.4% discount to Osprey’s closing CDI
price on 26 October 2018 (the last trading day prior to this
announcement); and
- 23.4% discount to the 15-day VWAP of
Osprey’s CDIs ending on 26 October 2018.
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.
The Entitlement Offer will not be underwritten. However,
Osprey’s largest holder of CDIs, Brandon Capital Partners, intends,
subject to relevant internal approvals, to take up its pro rata
entitlement under the Entitlement Offer and may apply under the Top
Up Facility to take up to that number of additional CDIs that would
mean Brandon Capital Partners would maintain its percentage
ownership at 26.9%, being its holding immediately prior to the
Placement and Entitlement Offer.Vesparum Capital is acting in an
independent capital markets advisory role for Osprey with respect
to the Placement and the Entitlement Offer.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.
Timetable
Indicative Timetable Entitlement Offer “Ex” Date
Thursday, 1 November 2018 Entitlement Offer Record Date
7:00pm, Friday, 2 November 2018 Allotment of CDIs under the
Placement Tuesday, 6 November 2018 Entitlement Offer opens
9:00am, Wednesday, 7 November 2018 Entitlement Offer closes
5:00pm, Friday, 16 November 2018 Entitlement Offer shortfall
notification to ASX Wednesday, 21 November 2018 Issue of
CDIs under Entitlement Offer Friday, 23 November 2018
CDIs under Entitlement Offer commence
trading on ASX on anormal basis
Monday, 26 November 2018 Dispatch of holding statements
Monday, 26 November 2018
Note: The timetable above is indicative
only and may be varied subject to the ASX Listing Rules. All times
are references to Melbourne time.
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.
For further information regarding the Entitlement Offer, please
call the Entitlement Offer Information Line on 1300 420 406 (within
Australia) or +61 1300 420 406 (outside Australia) between 8.30am
and 5.00pm (Melbourne time) on Business Days during the offer
period for the Entitlement Offer.
About Osprey
Osprey Medical is focused on protecting patients from the
harmful effects of X-ray dye (contrast) used during commonly
performed angiographic imaging procedures. The Company’s core
technologies originated from research conducted by Dr David Kaye at
Melbourne’s Baker IDI Heart and Diabetes Institute. Its proprietary
dye reduction and monitoring technologies are designed to help
physicians minimize dye usage. The Company’s DyeVert™ System is a
next-generation product that reduces contrast while maintaining
image quality in a self-adjusting easy-to-use design. Osprey
Medical’s Board and Management are comprised of experienced and
successful personnel with established track records covering
medical device development, regulatory approvals, sales and
marketing, and mergers-acquisitions. Osprey Medical’s advisory
board comprises world-recognised experts in heart and kidney
diseases.
Forward-Looking Statements
This announcement contains or may contain forward-looking
statements that are based on management’s beliefs, assumptions and
expectations and on information currently available to management.
All statements that address operating performance, events or
developments that we expect or anticipate will occur in the future
are forward-looking statements, including without limitation our
expectations with respect to our ability to commercialize our
products including our estimates of potential revenues, costs,
profitability and financial performance; our ability to develop and
commercialize new products including our ability to obtain
reimbursement for our products; our expectations with respect to
our clinical trials, including enrolment in or completion of our
clinical trials and our associated regulatory submissions and
approvals; our expectations with respect to the integrity or
capabilities of our intellectual property position. Management
believes that these forward-looking statements are reasonable as
and when made. You should not place undue reliance on
forward-looking statements because they speak only as of the date
when made. Osprey does not assume any obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. Osprey may not
actually achieve the plans, projections or expectations disclosed
in forward-looking statements, and actual results, developments or
events could differ materially from those disclosed in the
forward-looking statements.
Restrictions on resale of securities in the United
States
The securities to be offered have not been registered under the
United States Securities Act of 1933, as amended (U.S.
Securities Act), or any state securities laws, and until so
registered, may not be offered or sold in the United States
(U.S.) except pursuant to an exemption from the registration
requirements of the US Securities Act and applicable state
securities laws.
The Placement was made available to investors in reliance on the
exemption from registration contained in Regulation S of the U.S.
Securities Act for offers of securities which are made outside the
U.S. This means that the CDIs issued in the Placement are subject
to restrictions under Regulation S.
In order to comply with the requirements of Regulation S,
investors may not re-sell any Placement CDIs (or underlying
securities) into the U.S. to a U.S. person or for the account or
benefit of a U.S. Person for a period of one year after the date of
issue of the securities unless the re-sale of the securities is
registered under the U.S. Securities Act or an exemption from
registration is available.
Accordingly, in order to enforce the above transfer restrictions
whilst ensuring that holders can still trade their CDIs on ASX, the
CDIs will bear a "FOR US" designation on ASX. As a result of the
imposition of the "FOR US" designation, all shareholders of the
Company will be restricted from selling their CDIs on ASX to U.S.
persons.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181101005418/en/
MediaMana CommunicationsAndrew Hamilton, (61) 420 447
669ah@manacommunications.comorInvestorsBuchan
ConsultingRebecca Wilson, (61) 417 382
391rwilson@buchanwe.com.auorCompanyOsprey Medical Inc.Doug
Schoenberg, (952) 955 8230VP of
Marketingdschoenberg@ospreymed.com
Osprey Medical (ASX:OSP)
Historical Stock Chart
From Dec 2024 to Jan 2025
Osprey Medical (ASX:OSP)
Historical Stock Chart
From Jan 2024 to Jan 2025