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    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 Share Purchase Plan


Oventus Share Purchase Plan

Oventus Medical is delighted to offer eligible shareholders the opportunity to participate in our Share Purchase Plan (SPP), as announced to the ASX on Friday, May 1.

The SPP allows eligible shareholders to acquire new shares in the Company at a price of $0.24 per share plus one (1) free attaching Option for every two (2) Shares acquired under the SPP.

The SPP is being conducted as part of a wider funding exercise to raise up to $6.65 million, comprising the $2.0 million SPP and a placement of $4.65 million (Placement).

This capital raising comes at a time when Oventus is making progress with the commercialisation of its patented and disruptive technology for the treatment of Obstructive Sleep Apnoea (OSA) – a condition with a substantial unmet medical need.1

Oventus is continuing with the rollout of its Lab-in-Lab model across North America, with demand from both dentists and sleep groups. The Lab-in-Lab model addresses the historical disconnect between sleep physicians and dentists in the treatment of OSA and enables them to work together collaboratively to provide an efficacious result for patients.

Despite the macroeconomic downturn as a result of COVID-19, demand for this business model and the Oventus technology is accelerating.

[1] Source: Primary research with experts, U.S. Census (2014), Peppard “Increased Prevalence of Sleep-disordered Breathing in Adults.” American Journal of Epidemiology (2013)

“While COVID-19 has been disruptive to global markets, it has led Oventus to introduce new models and work-flow which are positively impacting our business operations. The telehealth and homecare models are starting to gain traction and will be important to ensuring business continuity. We move forward with a robust deal pipeline and substantial opportunity in our contracted and launched sites.”

– Oventus Founder and CEO, Dr Chris Hart

For more information on Oventus’ successful trading during COVID-19, read our:

  • Quarterly Business Review Q3 FY2020 ASX Announcement here and
  • Latest investor presentation here
  • To read how Oventus is assisting Canadian first responders with sleep apnoea, click here

The SPP is being offered to eligible shareholders on the same terms as the Placement. The SPP gives eligible shareholders the opportunity to increase their Oventus shareholding without paying brokerage fees or other transaction costs, irrespective of holding size. Eligible shareholders can purchase up to $30,000 worth of new shares at $0.24 per Share. The SPP is capped at $2.0 million (SPP Cap). Oversubscriptions will be scaled back on a pro-rata basis.

In addition, for every two (2) new shares you will receive one (1) free option that will allow you buy a share for $0.36 cents at any time on or before the later of 30 June 2021 or the day that is 12 months after the date of issue.

The SPP Offer is fully underwritten up to the SPP Cap. Any new shares (and corresponding new options) not taken up by eligible shareholders under the SPP Offer will form the SPP Shortfall. The SPP Shortfall will be taken up by the Underwriters (and any sub-underwriters or nominees nominated by it) in connection with the Underwriters’ obligations under the Underwriting Agreement.

The issue of all options is subject to shareholder approval at a general meeting proposed to be convened on 12 June 2020.

The SPP Offer is contained in the Prospectus. Full eligibility criteria and other terms and conditions of the SPP are set out in the Prospectus here which will be dispatched to eligible shareholders in accordance with the timetable below. All eligible shareholders should consider the Prospectus with care before making a decision on whether or not to participate in the SPP Offer. If an eligible shareholder wishes to acquire securities under the SPP Offer, they will need to complete the SPP Offer Application Form which accompanies the Prospectus.

Timetable1

Record Date

7:00pm, Thursday, 30 April 2020

Announcement of SPP Offer

Friday, 1 May 2020

Lodgement of Prospectus with ASIC and ASX

Tuesday, 5 May 2020

Issue of New Shares under the Placement

Thursday, 7 May 2020

Despatch of Prospectus

Friday, 8 May 2020

Opening Date of SPP Offer and Placement Options Offer

Friday, 8 May 2020

General Meeting

Friday, 12 June 2020

Closing Date for SPP Offer2 and Placement Options Offer

Monday, 15 June 2020

Issue of New Shares and New Options under the SPP Offer as approved at the General Meeting

Tuesday, 23 June 2020

Issue of New Options under the Placement Options Offer as approved at the General Meeting

Tuesday, 23 June 2020

Despatch of Holding Statements for Shares under SPP Offer

Wednesday, 24 June 2020

Trading commences for Shares under SPP Offer

Wednesday, 24 June 2020

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 SPP Offer should ensure that they have lodged their Application Form by this date.

Key SPP Offer details

Offer

Details

Price per New Share under the SPP

$0.24

New Shares offered under the SPP

8,333,333

New Options offered under the SPP

4,166,667

Cash proceeds of the SPP (before costs)

$2 million

Note: The figures in the table above assume full subscription under the SPP Offer as the SPP Offer is underwritten up to $2 million, being the SPP Cap.

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 Share Purchase Plan?

Shareholders who were registered in the Company’s register of Shareholders with an Australian or New Zealand address at the Record Date (i.e. 7.00pm (AEST) on Thursday, 30 April 2020) will be Eligible Shareholders and may participate in the SPP, except in respect of any Shares such registered Shareholder holds on behalf of another person who resides outside of Australia or New Zealand.

Due to foreign securities laws, it is not practical for Shareholders resident in countries other than Australia and New Zealand to be offered the opportunity to participate in the SPP Offer.

How do I apply / pay for the new Shares?

An Eligible Shareholder that would like to participate in the SPP Offer can do so by completing and lodging the SPP Offer Application Form which accompanies the Prospectus.

Applications for New Securities under the SPP Offer may be made with respect to any one of the following amounts:

SPP Application
Amount

Number of Shares
which may be
purchased

Number of free
New Options

Offer A

$30,000

125,000

62,500

Offer B

$20,000

83,333

41,667

Offer C

$15,000

62,500

31,250

Offer D

$10,000

41,666

20,883

Offer E

$7,500

31,250

15,625

Offer F

$3,000

12,500

6,250

Unless an Eligible Shareholder pays using BPAY® as outlined below, a SPP Offer Application Form must be accompanied by a personal cheque or money order, payable in Australian dollars, for an amount equal to the number of New Shares for which the Eligible Shareholder wishes to apply, multiplied by the Offer Price (i.e.$0.24) of those New Shares. Cheques or money orders must be made payable to “Oventus Medical Limited” and should be marked “Not Negotiable”.

Eligible Shareholders who wish to submit an Application and make payment using BPAY® under the SPP should follow the instructions on the SPP Offer Application Form which includes the ‘Biller Code’ and the Applicant’s individual ‘Customer Reference Number’.

Shareholders who have elected to receive their Shareholder communications via email should follow the instructions outlined in their email invitation. The email invitation is expected to be sent on Friday, 8 May 2020.

Eligible Shareholders can only make payment using BPAY® with respect to the SPP Offer, and if they have an account with an Australian financial institution that supports such transactions. Eligible Shareholders must ensure to use the specific ‘Biller Code’ and ‘Customer Reference Number’ on their individual SPP Offer Application Form or as outlined at the final confirmation page of the online application process. An Application may not be accepted if these details are incorrect. The ‘Customer Reference Number’ is used to identify each Eligible Shareholder’s holding.

Eligible Shareholders with more than one holding of Shares may receive multiple ‘Customer Reference Numbers’. Such Eligible Shareholders can apply under one or more of their holdings, provided that they do not apply for more than $30,000 worth of New Shares in total for all holdings.

Payments must be made in Australian dollars for an amount equal to the number of New Shares for which the Eligible Shareholder wishes to apply, multiplied by the Offer Price ($0.24).

If an Applicant makes a payment using BPAY®, a SPP Offer Application Form does not need to be submitted to the Company. However, by paying Application Monies by BPAY®, the Eligible Shareholder will be taken to have made the declarations on the Application Form.

Where do I send the Application form/payment?

Completed SPP Offer Application Forms and accompanying cheques or money orders must be received by the Company before 5.00pm (AEST) on relevant Closing Date at the following address:

Computershare Investor Services Pty Limited
GPO Box 505
Melbourne VIC 3001

BPAY® payments of Application Monies must be received before 5.00pm (AEST) on the Closing Date.

When does the Offer close?

The SPP Offer will close at 5.00pm (AEST) on Monday, 15 June 2020.

How many Shares will I receive?

Applications for New Securities under the SPP Offer may be made with respect to any one of the following amounts:

SPP Application
Amount

Number of Shares
which may be
purchased

Number of free
New Options

Offer A

$30,000

125,000

62,500

Offer B

$20,000

83,333

41,667

Offer C

$15,000

62,500

31,250

Offer D

$10,000

41,666

20,883

Offer E

$7,500

31,250

15,625

Offer F

$3,000

12,500

6,250

When will I receive my Shares? When can I trade my securities?

Issue of New Shares and New Options under the SPP Offer as approved at the General Meeting is expected to occur on Tuesday, 23 June 2020. Trading for New Shares under the SPP Offer is expected to commence on Wednesday, 24 June 2020.

How much is being raised?

The SPP Offer intends to raise up to $2 million before costs.

What is the money going to be used for?

Funds raised under the SPP will help meet this growing demand for Oventus’ products and services as Oventus continues with its commercialisation strategy and its focus on treating those OSA patients that cannot be treated effectively with existing treatment modalities.

Who can I contact for further information?

Any questions concerning the Offers should be directed to the SPP 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.