• Investor Centre

    Oventus Medical (OVN) is an ASX listed company using Airway Technology to provide innovative breathing solutions to sufferers of snoring and obstructive sleep apnoea.

     
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Oventus Entitlement Offer

Oventus Medical is delighted to offer eligible shareholders the opportunity to participate in our Entitlement Offer, as announced to the ASX on Monday, May 10, 2021.

It allows eligible shareholders with a registered address in Australia and New Zealand the opportunity to subscribe for Oventus shares under a fully underwritten 1 for 4.4 pro-rata non-renounceable Entitlement Offer (New Shares) at the price of $0.12 per Oventus share (Offer Price) for approximately $5 million. Additionally, for every 2 New Shares subscribed for, eligible shareholders will receive 1 free attaching option exercisable at $0.24 each on or before the day that is 24 months after the date of issue (New Option).

The Entitlement Offer is being conducted as part of a wider funding exercise to raise up to $10 million, comprising the $5 million Entitlement Offer and a placement of $5 million (Placement) with the shares under Placement offered at the same price as those under Entitlement Offer and options issued under the Placement offered under the same terms as those under the Entitlement Offer.

The Entitlement Offer of approximately $5 million at $0.12 per Oventus share, will result in the issue of approximately 41.3 million new fully paid ordinary shares, in addition to the Placement shares.

This capital raising will strengthen Oventus’ balance sheet and enable the Company to enhance its manufacturing operations and logistics, sales and marketing activities and to support one-off restructuring and formation costs relating to the reduction in operating expenses as outlined in the Company’s March Quarterly Business Review.

The launch of the virtual Lab in Lab program and direct-to-consumer model has been a key development for Oventus over the past two quarters, supported by the strong growth of telehealth, which is a lead indicator of our revenue growth. Both models offer Oventus a reduced cost base and significantly increased scalability, meaning we feel well positioned to deliver significant upside over the months ahead. In parallel, substantial reductions made to our fixed costs and capex allow for increased investment into our go-to-market strategy, designed to accelerate our sales growth.”

– Oventus Founder and CEO, Dr Chris Hart

For more information on Oventus’ recent milestones, click on the links below to read our:

  • Quarterly Business Review Q3 FY2021 ASX Announcement here and
  • Latest investor update presentation here

The Offer is fully underwritten by Canaccord Genuity Australia Limited ACN 075 071 466 and Bell Potter Securities Limited ACN 006 390 772.

The underwriting is subject to the Prospectus for the Entitlement Offer and the offer of all New Options and the s708A cleansing notice for the Placement being lodged with the ASX in accordance with the Key Dates detailed below.

The Offer Price equates to a discount of approximately 27.3% based on the share price of $0.165 at close of trading on Wednesday, 5 May 2021 and a discount of 30.6% to the 5-day volume weighted average price up to and including Wednesday, 5 May 2021.

Participation in the Entitlement Offer is open to all holders of Oventus shares with a registered address in Australia and New Zealand on the Record Date at 7:00pm (Melbourne time) on Tuesday, 18 May 2021.

The shares issued under the Entitlement Offer will rank equally in all respects with Oventus’ existing fully paid ordinary shares.

More information regarding the Entitlement Offer is set out in the Prospectus [click here to access], to be circulated to eligible shareholders in accordance with the timetable of Key Dates below.

All eligible shareholders should consider the Prospectus with care before making a decision on whether or not to participate in the Entitlement Offer. If an eligible shareholder wishes to acquire securities under the Entitlement Offer, they will need to apply for New Shares in accordance with the directions in the Entitlement Form sent to them by Computershare Investor Services Pty Limited.

Existing Option holders will not be able to participate in the Entitlement Offer unless they have exercised their options in Oventus under the terms of their issue, so that they are registered as holders of the shares (underlying those options) prior to the Record Date.

The Entitlement Offer will include the ability for Eligible Shareholders to apply for additional shares not taken up by other Eligible Shareholders.

Timetable

Prospectus lodgement date
Lodgement of Prospectus for the Entitlement Offer and the offer of all Options under the Placement
(Tranche 1 Placement Options and Tranche 1 Placement Options)

Monday, 10 May 2021

Ex-date
Ex-date (date from which Shares begin trading without the right to participate in the Entitlement Offer)

Monday, 17 May 2021

Record Date – Entitlement Offer
Record Date (to identify Shareholders entitled to participate in the Entitlement Offer)
7:00 p.m Tuesday, 18 May 2021
Prospectus despatched
Despatch of Prospectus and application forms for the Entitlement Offer and the Placement Options Offer

Friday, 21 May 2021

Opening Date
Opening Date for the Entitlement Offer and the Placement Options Offer

Friday, 21 May 2021

Extension date
Last day to extend the Closing Date

Wednesday, 2 June 2021

Closing Date
Closing Date for the Entitlement Offer and Placement Options Offer

Friday, 11 June 2021

Shortfall notice
Notice to ASX of Entitlement Offer Shortfall

Tuesday, 15 June 2021

Issue Date – Entitlement Offer (Shares and Options)
Issue of the Shares and Options under the Entitlement Offer

Monday, 21 June 2021

General Meeting
General Meeting of Shareholders for the approval of all options under the Placement (Tranche 1 and 2) and the shares under the Tranche 2 Placement.  

Monday, 21 June 2021

Quotation date – Entitlement Offer – Shares Quotation of Entitlement Offer Shares on ASX commences on normal basis

Tuesday, 22 June 2021

Tranche 1 Placement – Issue of New Options
Tranche 2 Placement – Issue of New Options and New Shares
Issue of New Options under the Tranche 1 Placement
Issue of New Shares and New Options under the Tranche 2 Placement

Tuesday, 29 June 2021

Note:

 

 

 

  1. The above dates are indicative only and subject to change. The Company may vary these dates without notice, including whether to close an Offer early, extend an Offer, or accept late Applications, either generally or in particular cases. Investors who wish to submit an Application and subscribe for Securities under an Offer are encouraged to do so as soon as possible after the Offers open as the Offers may close at any time without notice.
  2. Subscribers under the Entitlement Offer should ensure that they have applied in accordance with the terms detailed in the Entitlement Form by the Closing Date.

Key Entitlement Offer details

Offer Details
Price per New Share under the Entitlement Offer $0.12
New Shares offered under the Entitlement Offer 41.33 million
Cash proceeds of the Entitlement Offer (before costs) $4.96 million

Note: The figures in the table above assume full subscription under the Entitlement Offer as the Entitlement is underwritten.

Note: Refer to Section 7.1 in the Prospectus for details of the shareholder approval requirements at the General Meeting.

FREQUENTLY ASKED QUESTIONS

How do I know if I am eligible to participate in the Entitlement Offer? Eligible Shareholders are those Shareholders who are registered as the holder of Shares at 7.00pm (AEST) on Tuesday, 18 May 2021 (Record Date) and who:

 

 

 

  1. Have a registered address listed on the Company’s share register in Australia and New Zealand;
  2. Are not in the United States and are not acting for the account or benefit of a person in the United States; and
  3. Are eligible under all applicable securities laws to receive an offer under the Entitlement Offer.
How do I apply / pay for the new Shares? Eligible Shareholders will receive a personalised Entitlement Form setting out their Entitlement with the paper copy of this Prospectus sent to them. Shareholders, who are not Eligible Shareholders, will not receive an Entitlement Form.

 

 

 

Eligible Shareholders’ Entitlements to New Shares and the attaching New Options will be shown on the Entitlement Form accompanying the paper copy of the Prospectus sent to them.

Before taking any action in relation to the Entitlement Offer, you should read the Prospectus in its entirety, and seek professional advice from your professional adviser. Where the amount applied for results in a fraction of a New Option, the number of New Options issued will be rounded up to the nearest whole New Option.

You may:

(a)  take up all of your Entitlement to New Shares (and attaching New Options);

(b)  take up all of your Entitlement to New Shares (and attaching New Options) and apply for Additional Shares (and attaching Options) in excess of your Entitlement;

(c)  take up part of your Entitlement to New Shares (and attaching New Options) and allow the balance to lapse, in which case you will receive no value for those lapsed Entitlements; or

(d)  do nothing and allow all of your Entitlement to New Shares (and attaching New Options) to lapse, in which case you will receive no value for those lapsed Entitlements (see Section 2.5 below).

Eligible Shareholders who do not participate in the Entitlement Offer, or participate for an amount that is less than their full Entitlement, will have their percentage Shareholding in the Company reduced or diluted. Please note that the allocation and issue of Additional Shares is at the sole discretion of the Company and any scale back may be applied in its discretion, having regard to the circumstances as at the time of the close of the Entitlement Offer and the terms set out in the Prospectus.

Australian based Shareholders may only pay via BPAY®. New Zealand based Shareholders will not be able to pay via BPAY® and will instead need to make payment via EFT, New Zealand based Shareholders should follow the instructions on their personalised Entitlement Form.

Eligible Shareholders should note:

(a)  You should make your payment in respect of your Application Money via BPAY® (or via EFT payment as directed for New Zealand Shareholders) for the number of New Shares you wish to subscribe for (being the Offer Price of $0.12 multiplied by the number of New Shares you are applying for, including any Additional Shares). (b)  Please follow the instructions on your personalised Entitlement Form (which includes the Biller Code and your unique Reference Number).

(c)  Your BPAY® payment (or EFT payment for New Zealand based Shareholders) must be received by no later than 5:00 p.m. (Melbourne time) on the Closing Date. Applicants should be aware that their own financial institution may impose earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY® (or via EFT for New Zealand based Shareholders) are received by this time.

(d)  You do not need to submit your Entitlement Form but, by making a payment through BPAY® (or via EFT for New Zealand based Shareholders), you will be taken to have applied for the New Shares (and any Additional Shares) and made the declarations set out in the Entitlement Form.

(e)  For those paying by:

      (i)  BPAY®, please make sure to use the specific Biller Code and unique Reference Number
            on your personalised Entitlement Form; and
      (ii)  EFT please make sure to use the specific Reference Number on your personalised
             Entitlement Form.

Where do I send the Application form? You do not need to submit your Entitlement Form but, by making a payment through BPAY® (or via EFT for New Zealand based Shareholders), you will be taken to have applied for the New Shares (and any Additional Shares) and made the declarations set out in the Entitlement Form.
When does the Offer close? Each of the Offers will open on 21 May 2021. The Entitlement Offer and Placement Options Offer will close at 5:00pm (AEST) on 7 June 2021. The Directors reserve the right to extend the Offer Period in relation to one or more of the Offers, or to close an Offer prior to its Closing Date, subject to the requirements of the Corporations Act and the Listing Rules. The Directors may withdraw an Offer at any time prior to the issue of New Securities pursuant to that Offer.
When will I receive my Shares? When can I trade my securities? Issue of New Shares under the Entitlement Offer is expected to occur on Monday, 21 June 2021.
Trading for New Shares under the Entitlement Offer is expected to commence on Tuesday, 22 June 2021.
How much is being raised? The Entitlement Offer intends to raise up to $4.96 million before costs.
The Placement intends to raise up to $5.06 million before costs.
What is the money going to be used for? Funds raised under both the Placement and Entitlement Offer will strengthen Oventus’ balance sheet and enable the Company to enhance manufacturing operations and logistics, sales and marketing activities and to support one-off restructuring and formation costs relating to the reduction in operating expenses outlined in Oventus’ March Quarterly Business Review.
Who can I contact for further information? Any questions concerning the Offers should be directed to the Entitlement Offer Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8:30am and 5:00pm (AEST), Monday to Friday during the Offer Period.