AdAlta Entitlement Offer

AdAlta is delighted to offer Eligible Shareholders the opportunity to participate in our on-renounceable rights offer (Offer or Entitlement Offer), as announced to the ASX on Tuesday, August 11.

The Offer allows Eligible Shareholders to acquire one (1) new share for every four (4) shares held at 7.00pm (AEDT) on 14 August 2020 (Record Date) at a price of $0.10 per share to raise up to $4.1 million before costs.

The Offer is being conducted in conjunction with a Placement announced on 11 August 2020 which raised $4 million (Placement) to raise a total of up to $8.1 million.

This capital raising comes at a time when AdAlta is making significant progress with the clinical development of its lead candidate, AD-214, with Phase 1 clinical trials commencing in June and the first participants successfully treated in July.

AdAlta Chair, Dr Paul MacLeman commented: “Commencing clinical trials of lead product candidate, AD-214, is a key validation of our i-body platform and provides the catalyst to progress the growth strategy we outlined earlier this year. We are grateful for, and encouraged by, the support received from our major shareholders and new investors during the Placement. We are pleased to now enable all our existing shareholders the opportunity to maintain or increase their investment through the Offer as we work to realise the full potential of AD-214, our pipeline and the i-body platform.”

For more information on AdAlta’s recent milestones, read our:

  • Quarterly Appendix 4C and Activities Report for the June quarter 2020 here; and
  • Latest investor presentation here

And listen to CEO, Dr Tim Oldham’s recent podcast interview with the Australian Shareholders Association here.

The Offer will enable Eligible Shareholders who are registered shareholders as at 7:00pm (AEST) on Friday, 14 August 2020 (Record Date) with a registered address in Australia or New Zealand to acquire one new fully paid ordinary share for every four shares held at the Record Date.

The Offer will include a Top-Up Facility enabling Eligible Shareholders to apply for Additional Shares (shares not subscribed for by other Eligible Shareholders) and a Shortfall Facility enabling the Directors the discretion to place any shares not taken up by Eligible Shareholders under the Entitlement Offer or allocated under the Top-Up Facility for a period of three months from the close of the Offer at a price no less than the Offer price. New Shares will issue under the Placement after the Offer Record Date, so subscribers under the Placement will not be able to participate in the Offer with respect to their Shares issued under the Placement.

Full details of the Offer and how to apply for Offer shares may be found in the Offer Document here.

Important – shareholder information

Shareholders can access Entitlement & Acceptance forms from the Company’s Share registry Automic Group, on 1300 288 664 or +61 2 9698 5414 between 8:30am and 5:00pm (AEST). Eligible Shareholders personalised Entitlement and Acceptance form can be viewed online from 19 August 2019 at https://investor.automic.com.au/#/home

Placement and Offer Timetable1

Record Date for Entitlement Offer 14 August 2020
Issue of New Shares under Placement 18 August 2020
Dispatch of Offer Booklet and Entitlement Offer opens 19 August 2020
Normal trading of New Shares under Placement 19 August 2020
Entitlement Offer closes 5pm, 2 September 2020
Allotment and issue of New Shares under Entitlement Offer 8 September 2020
Normal trading of New Shares under Entitlement Offer 9 September 2020

Note: 1. Dates / times are indicative and subject to change.

FREQUENTLY ASKED QUESTIONS

What is the Offer? Non-renounceable rights issue offer of New Shares (Offer) plus a Top-Up Facility for Shareholders who participate in this Offer.
What are the terms of the Offer?

 

1 New Share for every 4 Shares held on the Record Date at an issue price of $0.10 per Share (Entitlement). All Shares issued under any Entitlement (Entitlement Shares) will be rounded up to the nearest whole number.
Can I sell or transfer my Entitlements? No, the Offer is non-renounceable and, accordingly, you cannot offer to sell or transfer any of your Entitlement on ASX or via an off-market transfer.
Can I purchase Additional Shares at the same price? Yes, the Company is also offering a Top-Up Facility so Eligible Shareholders who fully subscribe their Entitlement under the Offer will also have the right to apply for Additional Shares (Shares not subscribed for by other Eligible Shareholders) at the same price.

There is however no guarantee that you will receive any or all of the Additional Shares you apply for.

Further, if there remains any Shortfall after allocation of the Additional Shares, the Directors reserve the right for up to 3 months from the close of the Offer to place any Shortfall at their discretion at a price no less than the Offer Price.

How will the Additional Shares be allocated? The Company reserves the right to scale back any applications for Additional Shares in its absolute and sole discretion. When determining the amount (if any) by which to scale back an application, the Company may take into account a number of factors, including the size of an Applicant’s shareholding in the Company, the extent to which an Applicant has sold or bought Shares in the Company before and after both the announcement of the Offer and the Record Date, as well as when the application was made.
Is the Offer underwritten? No.
Is there a Minimum and a Maximum Subscription Amount? There is no minimum subscription amount. There is a maximum subscription amount of approximately $4.098 million.
How do the New Shares rank in comparison to existing Shares? All New Shares issued under the Rights Issue or the Top-Up Facility will rank equally in all respects with existing Shares from the date of their issue.
Who can invest? Eligible Shareholders of the Company as at 7.00 pm (AEDT) on the Record Date of 14 August 2020.
What is the Placement? The Placement is the issue on 18 August, 2020 of approximately 40 million shares in the Company at $0.10 per share (Placement Shares). The Placement was made under the Company’s existing ASX Listing Rules 7.1 and 7.1A capacity and does not require shareholder approval. Holders of shares issued in the Placement are not eligible to participate in the Offer with respect to those Placement Shares as the Placement Shares were issued after the Record Date.
What are the control effects of the Offer? The effect of the Placement and Offer on the control of the Company will vary with the level of Entitlements and Additional Shares taken up by Eligible Shareholders under the Offer. We do not envisage any material change in control of voting in the Company.
What are my choices? As an Eligible Shareholder you may:

  • take up all of your Entitlement under the Offer (and if you have taken up all your Entitlement, you may also apply for Additional Shares in the Top-Up Facility); or
  • exercise only a portion of your Entitlement and allow the balance to lapse; or
  • do nothing, in which case all of your Entitlements will lapse and you will receive no value for those lapsed Entitlements.