In accordance with ASX Listing Rule 3.13.3, AVITA Medical
Limited ACN 058 466 523 (Company) is pleased to provide a
copy of the Chair’s address for the Scheme Meeting being held
virtually at 9.00am (AEST) today, being Monday, 15 June 2020.
Authorised for release by the Chief Financial Officer of AVITA
Medical Limited.
Virtual Scheme Meeting
9.00am (AEST) on 15 June 2020
Proceedings and Addresses
Good morning Ladies and Gentlemen, it is 9:00am (AEST) and as
there is a quorum present by virtue of the proxies that I hold as
Chair of this meeting, I declare this meeting open.
Welcome to the scheme meeting of AVITA Medical shareholders. My
name is Lou Panaccio and I am the Chair of AVITA Medical. It is my
pleasure to be chairing this meeting today and, on behalf of the
Company’s Chief Executive Officer, Dr Mike Perry, and the Board of
Directors, I would like to thank you for joining us in these most
extraordinary of times.
This meeting has been called so that shareholders can consider
and vote on a resolution to approve a scheme of arrangement under
which AVITA Therapeutics, a newly incorporated company in the State
of Delaware in the United States of America, will become the parent
company of the AVITA group, subject to the fulfilment of certain
conditions precedent as detailed in the Scheme Booklet. This will
effect a redomiciliation of the AVITA group from Australia to the
United States of America.
In light of the unusual circumstances we find ourselves in with
COVID-19, and the resulting limits on public gatherings and travel
restrictions, this meeting is being held exclusively by way of this
live webcast, and there is no physical meeting.
I would also add that, at the conclusion of today’s meeting, the
Company’s Chief Executive Officer, Dr Mike Perry, will provide a
brief corporate presentation for any shareholders wishing to learn
more about the Company.
INTRODUCTIONS
Attending the meeting via webcast, we have our CEO and executive
director, Dr Mike Perry, and non-executive directors Mr Jeremy
Curnock Cook, Professor Suzanne Crowe and Mr Louis Drapeau. Mr
Damien McDonald is unable to be present today and sends his
apologies. We are also joined by the Company’s Chief Financial
Officer, David McIntyre, and our Company Secretary, Mr Mark
Licciardo.
Representatives are also present from:
- our Australian legal advisers – KPMG Law, represented by David
Morris;
- our United States legal advisers – K&L Gates, represented
by Jonathan Miner; and
- our share registry – Computershare, represented by Rod
Somes.
For any users experiencing technical difficulties or who have
any questions about the virtual meeting process, there is a
helpline available during this meeting. Please dial +61 3 9415 4024
to access this helpline. You can also refer to the Scheme Meeting
User Guide for information to assist you, which can be downloaded
from AVITA Medical’s website.
As the format of this virtual meeting is different from a
standard physical meeting, I will briefly discuss the process of
the meeting and how voting will be conducted.
Voting on the resolution will be conducted by a poll.
Once I declare the poll open, a small bar graph icon will appear
on your screen. Once you click on this icon, the resolution will
appear on your screen and you can vote. You will be able to change
your vote at any time during the meeting, until I declare the vote
closed.
I will give you a clear prompt later in the meeting to let you
know when the poll is about to close, which will occur following
consideration of the resolution and the answering of shareholders’
questions.
Please note that if you hold American Depositary Shares in AVITA
Medical, or are otherwise attending the meeting as a guest, you
will not be able to ask questions or vote at this meeting.
Rod Somes from Computershare has agreed to be the Returning
Officer today and following confirmation by Computershare, the
final results of the proxy votes received before the meeting, and
the results of the poll, will be announced on the ASX Market
Announcements Platform and on our website later today.
PURPOSE OF THIS MEETING
As I briefly mentioned before, the purpose of this meeting is
for AVITA Medical shareholders to consider and, if thought fit, to
approve the scheme of arrangement proposed between AVITA Medical
and its shareholders, to effect a redomiciliation of AVITA Medical
and its subsidiaries from Australia to the United States. In simple
terms, the proposed redomiciliation will effect a corporate
inversion which will switch our corporate “home country” from
Australia to the United States, and will simultaneously enable our
primary listing to move from ASX to NASDAQ while continuing to
maintain a listing on the ASX.
The reasons for the proposed redomiciliation are set out in the
Scheme Booklet in detail, but include better aligning AVITA
Medical’s corporate structure with its business operations in the
United States (where nearly all of AVITA Medical’s employees are
located). As noted in the Scheme Booklet, AVITA Medical derives
virtually all of its revenue from the United States, has no
physical business presence outside of the United States, and a
majority of its shares (taking into account its American Depositary
Shares traded on NASDAQ) are currently beneficially held by
investors in the United States.
The proposed redomiciliation is also expected to substantially
reduce the costs, burden, resourcing and risks associated with the
dual financial reporting and related compliance obligations that
AVITA Medical now has in both the United States and Australia.
These circumstances arose for the first time on 31 December 2019,
when AVITA Medical was categorized as a domestic public company in
both Australia and the United States, whereas formerly it was only
viewed as a domestic public company in Australia. The most obvious
means by which the parent company of the AVITA group can again be a
domestic public company in only one jurisdiction (being the United
States), but maintain a listing in two jurisdictions (being the
United States and Australia), is to redomicile the AVITA group from
Australia to the United States.
The Scheme Booklet that has been circulated to shareholders sets
out in significant detail the nature of the scheme, including its
potential advantages, disadvantages and risks. As shareholders have
had a period of time in which to consider the Scheme Booklet and
its contents, I do not intend to go into details of the scheme
during this meeting.
I note, however, that after carefully considering the
advantages, disadvantages and risks of the scheme, the Board is of
the unanimous view that the advantages of the scheme significantly
outweigh its disadvantages and risks.
All of the directors of AVITA Medical who hold or control shares
intend to vote in favour of the resolution to approve the scheme in
relation to the shares which they hold or control.
I also note that the Independent Expert appointed by AVITA
Medical, BDO Corporate Finance, has concluded that in its view the
scheme is in the best interests of AVITA Medical shareholders as a
whole in the absence of an alternative proposal or any further
information. A copy of the Independent Expert’s report is included
at Appendix A of the Scheme Booklet.
Since publishing the Scheme Booklet we have received a number of
queries from shareholders, and some shareholders have posed
questions for consideration at today’s meeting. Thank you to all
those shareholders who have lodged questions via email about the
proposed scheme in advance of this meeting. The questions have been
collated and will be answered during this meeting.
There is still an opportunity for shareholders to ask questions
by tapping on the Questions icon on your screen. We ask that each
shareholder keep their questions short and to the point, so that as
many shareholders as possible have the chance to ask a
question.
We would like to answer as many questions as possible before we
come to the agenda item and vote on the resolution. All questions
submitted will be sent to a moderator, who will arrange the
questions to remove any duplication and present them to me as the
Chair of the meeting. I will be reading out the questions that were
submitted prior to the meeting, and the Company’s Chief Financial
Officer, David McIntyre, will read out the questions submitted
during the meeting and will determine who is the most appropriate
person to answer those questions.
Formal Business
We will now move to the business of the meeting. The formal
business concerns just one resolution.
Resolution 1:
The resolution is contained in the Notice of Meeting set out in
Annexure F to the Scheme Booklet, which is for AVITA Medical
shareholders to consider approving the scheme, specifically:
“That pursuant to and in accordance with section 411 of the
Corporations Act 2001 (Cth), the scheme of arrangement proposed
between the Company and the holders of its ordinary shares, the
terms of which are described in the Scheme Booklet, of which the
notice convening this meeting forms part, is approved, and the
Board is authorised to agree to such alterations or conditions as
are thought fit by the Court and, subject to approval of the Scheme
by the Court, to implement the Scheme with any such alterations or
conditions.”
I now declare voting on the resolution open.
Voting Requirements
As shown on the screen, for the resolution to be passed and the
scheme to be implemented:
- firstly, more than 50% of AVITA Medical shareholders who vote
at this meeting, whether virtually in person or by proxy, attorney
or representative, must vote in favour of the resolution; and
- secondly, at least 75% of the total number of AVITA Medical
shares (that is, votes) voted at this meeting, again whether
virtually in person or by proxy, attorney or representative, must
be voted in favour of the resolution.
If the resolution is passed by the requisite majorities of
shareholders, AVITA Medical will seek final approval of the scheme
from the Federal Court of Australia on Monday, 22 June 2020.
There are no shareholders excluded from voting on the
resolution.
Questions
I will now address the questions received from shareholders
prior to the meeting. David McIntyre will then address those
questions that are submitted during this meeting and will either
answer them or will otherwise pass those questions onto the most
appropriate person to answer.
[Questions]
Details of the proxies received for today’s meeting are now
displayed on screen. As mentioned in the Notice of Meeting, I will
cast all undirected proxies that I hold in my capacity as Chair of
the meeting in favour of the resolution.
Number of Votes Cast
% of Votes Cast
Number of
Shareholders
% of
Shareholders
For
916,721,976
97.19%
1,199
81.12%
Against
20,950,290
2.22%
154
10.42%
Open
5,588,418
0.59%
125
8.46%
Total
943,260,684
100%
1,539
100%
Abstain
3,786,450
-
50
-
Requisite majorities for resolution to pass At least 75% More than
50%
I put the resolution to the meeting once more. If you haven’t
already done so, please cast your vote via the voting option on
your screen or device.
[Pause to allow time for voting]
CONCLUSION
Ladies and gentlemen that concludes the resolution to be
presented to the meeting. If you haven’t already done so, please
vote now, as the poll is about to close. We will close the voting
on the poll in approximately 30 seconds.
[Pause to allow time for voting]
Ladies and gentlemen, the poll is now closed and that concludes
the proceedings of today’s meeting.
The results of the poll will be released shortly on both the
Company’s website and on the ASX Market Announcements Platform.
As a reminder, for those of you who have the time, the Company’s
CEO, Dr Mike Perry, will now walk us through the Company’s
corporate presentation. Due to the unusual nature of today’s
virtual format, Mike’s presentation will be relatively brief and,
unfortunately, there is no mechanism for you to ask questions.
I would like to thank you all for your attendance, participation
and understanding of the unusual circumstances in which we have met
today. I now formally declare the meeting closed.
Thank you for joining us, and keep safe. Over to you Mike.
[Webcast ends]
ABOUT AVITA MEDICAL LIMITED
AVITA Medical is a regenerative medicine company with a
technology platform positioned to address unmet medical needs in
burns, chronic wounds, and aesthetics indications. AVITA Medical’s
patented and proprietary collection and application technology
provides innovative treatment solutions derived from the
regenerative properties of a patient’s own skin. The medical
devices work by preparing a RES® REGENERATIVE EPIDERMAL SUSPENSION,
an autologous suspension comprised of the patient’s skin cells
necessary to regenerate natural healthy epidermis. This autologous
suspension is then sprayed onto the areas of the patient requiring
treatment.
AVITA Medical’s first U.S. product, the RECELL® System, was
approved by the U.S. Food and Drug Administration (FDA) in
September 2018. The RECELL System is indicated for use in the
treatment of acute thermal burns in patients 18 years and older.
The RECELL System is used to prepare Spray-On Skin™ Cells using a
small amount of a patient’s own skin, providing a new way to treat
severe burns, while significantly reducing the amount of donor skin
required. The RECELL System is designed to be used at the point of
care alone or in combination with autografts depending on the depth
of the burn injury. Compelling data from randomized, controlled
clinical trials conducted at major U.S. burn centers and real-world
use in more than 8,000 patients globally, reinforce that the RECELL
System is a significant advancement over the current standard of
care for burn patients and offers benefits in clinical outcomes and
cost savings. Healthcare professionals should read the INSTRUCTIONS
FOR USE - RECELL® Autologous Cell Harvesting Device
(https://recellsystem.com/) for a full description of indications
for use and important safety information including
contraindications, warnings and precautions.
In international markets, our products are marketed under the
RECELL System brand to promote skin healing in a wide range of
applications including burns, chronic wounds and aesthetics. The
RECELL System is TGA-registered in Australia and received CE-mark
approval in Europe.
To learn more, visit www.avitamedical.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This announcement includes forward-looking statements. These
forward-looking statements generally can be identified by the use
of words such as “anticipate,” “expect,” “intend,” “could,” “may,”
“will,” “believe,” “estimate,” “look forward,” “forecast,” “goal,”
“target,” “project,” “continue,” “outlook,” “guidance,” “future,”
other words of similar meaning and the use of future dates.
Forward-looking statements in this announcement include, but are
not limited to, statements concerning, among other things, our
ongoing clinical trials and product development activities,
regulatory approval of our products, the potential for future
growth in our business, and our ability to achieve our key
strategic, operational and financial goal. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain. Each forward-looking statement contained in
this announcement is subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by such statement. Applicable risks and uncertainties
include, among others, the timing of regulatory approvals of our
products; physician acceptance, endorsement, and use of our
products; failure to achieve the anticipated benefits from approval
of our products; the effect of regulatory actions; product
liability claims; risks associated with international operations
and expansion; and other business effects, including the effects of
industry, economic or political conditions outside of the company’s
control. Investors should not place considerable reliance on the
forward-looking statements contained in this announcement.
Investors are encouraged to read our publicly available filings for
a discussion of these and other risks and uncertainties. The
forward-looking statements in this announcement speak only as of
the date of this release, and we undertake no obligation to update
or revise any of these statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200614005033/en/
U.S. Media Sam Brown, Inc. Christy Curran Phone +1
615 414 8668 christycurran@sambrown.com
O.U.S Media Monsoon Communications Rudi Michelson
Phone +61 (0)3 9620 3333 Mobile +61 (0)411 402 737
rudim@monsoon.com.au
Investors: Westwicke Partners Caroline Corner
Phone +1 415 202 5678 caroline.corner@westwicke.com
AVITA Medical Ltd David McIntyre Chief Financial Officer
Phone +1 661 367 9178 dmcintyre@avitamedical.com
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