Letter to Ineligible Shareholders
Released
Released
Announcement PDF
17 August 2023
Dear Shareholder
Ineligible Shareholders - Actinogen Medical Limited Entitlement Offers
This letter is to inform you that according to our records, under the terms of the Offers you are an ineligible
shareholder and therefore not eligible to subscribe for New Shares (and New Options) and no Entitlements
will be issued to you. Accordingly, the Company is not extending the Offers to you and this letter is not an
offer to issue New Shares or Entitlements to you, nor an invitation for you to apply for New Shares (and
New Options).
You are not required to do anything in response to this letter.
On 2 August 2023, Actinogen Medical Limited (Company) announced that it is undertaking a nonrenounceable pro-rata entitlement offer of 1 new Share (New Share) for every 4.54 Shares held at the
Record Date of 7.00pm on 14 August 2023 (Record Date), at an Issue Price of $0.025 per New Share
(Entitlement), plus 1 New Option to purchase 1 Share for every 2 New Share issued under the Offer
(collectively, Rights Issue Offer) to raise a up to approximately $10 million (before costs), the maximum
being on the basis that no more than approximately 400 million New Shares will be issued pursuant to the
Offers. The Offers are not underwritten.
Shareholders who subscribe for their full Entitlement will also be able to subscribe for Additional Shares at
the same price and will also be issued 1 New Option for every 2 Additional Share issued to them (Top-Up
Offer). The Company will not be applying to list the New Options on the ASX as an additional quoted class
of securities in the Company.
The Directors have reserved the right for up to 3 months after the close of the Entitlement Offers to place
any shortfall under the Rights Issue Offers (if any) (Shortfall) at a price no less than the Issue Price
(Shortfall Offer).
The Entitlement Offer, Top-Up Offer and Shortfall Offers are being made pursuant to a prospectus dated
8 August 2023 issued in accordance Section 713 of the Corporations Act (Offers Prospectus). A copy of
the above announcement, together with further details of the Offers, are available on the Company's
website at https://actinogen.com.au and also on the ASX Announcement Platform. A copy of the Offers
Prospectus has been lodged with the Australian Securities and Investments Commission (ASIC) and the
ASX and is available for viewing on the ASIC website, the ASX website and the Company's website.
Restrictions apply upon eligibility to participate in the Offer. As permitted by law, the Company has decided,
pursuant to ASX Listing Rule 7.7.1(a) and section 9A(3)(a) of the Corporations Act, that it is unreasonable
to make the Offer to any Shareholder with a registered address outside (i) Australia or New Zealand (retail
and wholesale shareholders); (ii) Singapore or Hong Kong (wholesale shareholders) and (iii) United States
Actinogen Medical Limited ACN 086 778 476
Suite 901, Level 9, 109 Pitt Street, Sydney NSW 2000
+61 2 8964 7401 | actinogen.com.au
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(shareholders who are employees of the Company); as at the Record Date (namely 14 August 2023),
having regard to:
(a)
the relatively small number of Shareholders with addresses in such other countries as a proportion
of total Shareholders in the Company;
(b)
the relatively small number and value of the Shares those Shareholders would be offered under
the Offer; and
(c)
the cost to the Company of complying with applicable legal and regulatory requirements in such
other countries.
Accordingly, the Offers will not be made to shareholders resident in the jurisdiction in which your
shareholding is registered.
If you have any questions, please call the Company’s share registry, Automic Registry Services, on +61 2
9698 5414 between 8:30am and 5:00pm.
For other questions, you should contact your stockbroker, accountant, taxation advisor, financial advisor,
or other professional advisor.
Yours faithfully
Peter Webse
Company Secretary
Actinogen Medical Limited ACN 086 778 476
Suite 901, Level 9, 109 Pitt Street, Sydney NSW 2000
+61 2 8964 7401 | actinogen.com.au
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