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Molecular diagnostics company Genetic Technologies Limited
today announced a private placement of ordinary shares
to domestic and overseas institutional and sophisticated investors to
raise AUD 2,200,000.
The Company also plans to raise up to an additional AUD 3,000,000 via
a share purchase plan ("SPP") to eligible shareholders, and has
executed a term sheet providing for the issuance of Redeemable
Convertible Notes ("Notes") to an institutional investor, Ironridge
Global IV, Ltd. ("Ironridge"), which, when completed, is expected to
raise a further USD 5,000,000.
Lodge Corporate Pty. Ltd. acted as Lead Manager on the fund raising
with Ladenburg Thalmann & Co. Inc. acting as placement agent on the
Notes, which in aggregate will raise up to AUD 10,600,000 (excluding
offer costs). Proceeds from the combined fund raising, together with
existing cash, will be applied to:
-- expansion of U.S. distribution for the Company's lead breast cancer
test, BREVAGen(TM);
-- completion of additional studies to add new ethnicities (Hispanic and
African American) and to expand the addressable market for
BREVAGen(TM);
-- the increase of market awareness for BREVAGen(TM) through broader
and more active key opinion leader and speaker programs;
-- investment to further improve reimbursement performance
; and
-- general working capital.
The shares to be offered under the private placement ("Placement") and
the SPP will be issued at a price of AUD 0.072 per share,
representing a 15.3% discount to the last close price (AUD 0.085)
prior to the trading halt on 29 July 2013 (AEST), and a 19.1%
discount to the 30-day VWAP (AUD 0.089). The Notes to be issued to
Ironridge will be convertible into new NASDAQ-traded American
Depository Receipts ("ADRs") at a fixed issue price of USD 3.00 per
ADR, representing a 26.1% premium to the last closing pricing of of
the ADRs on NASDAQ (USD 2.38) prior to the trading halt.
The combined fund raising will be conducted in three tranches,
namely:
1. Private Placement - AUD 2,200,000
The placement of 30,555,556 new shares at an issue price of AUD 0.072
per share to raise AUD 2,200,000 will be conducted under the
Company's current 15% placement capacity in accordance with ASX
Listing Rule 7.1 and accordingly shareholder approval for the private
placement is not required. The new shares will rank equally with
existing shares and settlement under the Placement is expected to
occur on 8 August 2013 (AEST). The Placement shares are expected to
be allotted and quoted on the Australian Securities Exchange ("ASX")
within one business day of settlement.
2. Share Purchase Plan - AUD 3,000,000
The Company intends to offer a Share Purchase Plan ("SPP" or "Plan")
to eligible shareholders to raise up to a further AUD 3,000,000 on
the same terms as the Placement, i.e. at an issue price of AUD 0.072
per share, subject to a waiver being received from the ASX which the
Company expects to be granted shortly.
The record date for eligible shareholders to participate in the
proposed SPP will be 29 July 2013 (the "Record Date"). Eligible
shareholders with a registered address in either Australia or New
Zealand will be offered the right to take up to AUD 7,500 worth of
fully paid ordinary shares in the Company ("SPP Shares").
Participation in the SPP is optional and available irrespective of
the number of shares an Eligible Member currently holds in the
Company.
The SPP documents are expected to be despatched to shareholders
within 14 days of the Record Date. The SPP offer to eligible
shareholders will be non-renounceable and entitlements will not be
tradable on the ASX or otherwise transferable. Further details
concerning the SPP, including the proposed timetable for the SPP,
will be the subject of further ASX announcements in due course.
3. Redeemable Convertible Notes Issue - USD 5,000,000
The Company has executed a term sheet dated 26 July 2013 setting the
terms and conditions pursuant to which the Company will issue
convertible notes to Ironridge to raise USD 5,000,000. The issue of
the Notes will be subject to shareholder approval which the Company
will seek at a General Meeting scheduled for September 2013 (details
of which will be released to the ASX at the appropriate time). The
issue is also subject to the completion of certain US regulatory
requirements which the Company anticipates will be finalised before
the end of October 2013.
The proposed Notes will be convertible into new ADRs (as traded on
NASDAQ under the ticker: GENE) at a fixed issue price of USD 3.00 per
ADR. Ironridge will have an option to subscribe for an additional USD
5,000,000 of Notes on the same terms, but convertible into ADRs at a
fixed issue price of USD 4.00 per ADR, at any time within a six-month
period of the date of the definitive documents being executed (known
as a "Greenshoe option").
The broad terms of the proposed Notes are as follows:
(a) The Notes will be convertible into ADRs at a fixed issue price of
USD 3.00 per ADR, and at USD 4.00 per ADR under the Greenshoe option;
(b) Interest on the Notes will be calculated at an annual rate of
7.5% per annum, which is adjustable in accordance with certain share
market price changes, and will accrue until either the conversion or
redemption of the Notes;
(c) The Notes do not have a fixed expiry date and may be redeemed for
cash by the Company at any time, or converted into ADRs by the
Purchaser or (subject to certain conditions) into ADRs by the
Company;
(d) The issue and subscription for the Notes is subject to various
conditions precedent including the receipt of shareholder approval,
registration of the ADRs and ensuring there are sufficient ADRs
available for the conversion of the Notes, delivery of certain
opinion letters and additional customary equity funding conditions;
and
(e) The Noteholder does not have any right to vote at shareholder
meetings.
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