25 March 2019
Dear Fellow Shareholder
Prescient Entitlement Offer - notice to eligible shareholders
On 25 March 2019, Prescient Therapeutics Limited (ASX code: PTX) (Prescient) announced a $9.1 million equity raising through a placement to institutional investors at $0.05 per share (and 1 new option for every 2 new shares issued with an exercise price of $0.0625 per new option exercisable on or before 31 March 2023) to raise approximately $7 million (Placement), and a 1 for 5 fully underwritten non-renounceable entitlement offer of fully paid ordinary shares in Prescient (New Shares) (and 1 new option for every 2 New Shares issued) to raise approximately $2.1 million (Entitlement Offer).
In addition to providing additional working capital to meet operational needs, the proceeds of the Entitlement Offer and Placement will be used to progress its clinical programs, including additional drug manufacture and clinical trial management.
The Entitlement Offer has been fully underwritten by Bell Potter Securities Limited ACN 006 390 772 (Underwriter).
Summary of key terms of the Entitlement Offer
The Entitlement Offer entitles eligible shareholders to subscribe for 1 New Share for every 5 existing ordinary shares in Prescient (New Shares) (and 1 new option for every 2 New Shares issued) held at 7.00pm (AEDT) on 29 March 2019 (Record Date) at an offer price of $0.05 per new share (Entitlement).
Eligibility of shareholders to participate in the Entitlement Offer
You are being sent this letter because Prescient believes you are an Eligible Shareholder. An Eligible Shareholder means a holder of Prescient Shares at 7.00pm (AEDT) on the Record Date who has a registered address in Australia or New Zealand or is a Shareholder that Prescient has otherwise determined is eligible to participate.
The Entitlement Offer is being made by Prescient in accordance with section 713 of the Corporations Act 2001 (Cth). Prescient lodged a prospectus for the Entitlement Offer with the Australian Securities and Investments Commission on 25 March 2019. If you are not an Eligible Shareholder you cannot participate in the Entitlement Offer. Prescient will notify those shareholders who are not Eligible Shareholders.
Further details about the Entitlement Offer
The Entitlement Offer is non-renounceable. Accordingly, Entitlements do not trade on the ASX, nor can they be transferred or otherwise disposed of.
Fractional Entitlements will be rounded up to the nearest whole number of New Shares and holdings on different registers or sub-registers will not be aggregated to calculate Entitlements.
Shareholder approval is not required for Prescient to make the offer under the Entitlement Offer.
Prospectus
On 3 April 2019, you will be sent a prospectus and personalised entitlement and acceptance form which contains important information about the Entitlement Offer and sets out the number of New Shares you are entitled to purchase under the Entitlement Offer. A copy of the prospectus is also available on the ASX website atwww.asx.com.au and Prescient's website atwww.ptxtherapeutics.com.
Key dates
Prescient expects the Entitlement Offer to be conducted according to the following timetable.
Event | Date |
Announcement of the Entitlement Offer | 25 March 2019 |
Mailing of the Entitlement Offer details | 26 March 2019 |
Ex date | 28 March 2019 |
Record Date for Entitlement Offer (7.00pm (AEDT)) | 29 March 2019 |
Prospectus and Entitlement & Acceptance Form despatched | 3 April 2019 |
Entitlement Offer opens | 3 April 2019 |
Closing date for acceptances under Entitlement Offer (5.00pm (AEDT)) | 23 April 2019 |
New Shares quoted on deferred settlement basis | 24 April 2019 |
Company notifies ASX of under subscriptions | 26 April 2019 |
Allotment of New Shares under the Entitlement Offer | 30 April 2019 |
Despatch of holding statements for New Shares issued under the Entitlement Offer | 1 May 2019 |
Normal ASX trading for New Shares issued under the Entitlement Offer commences | 1 May 2019 |
This Timetable is indicative only. The Directors may vary these dates subject to the Listing Rules and the underwriting agreement. An extension of the closing date will delay the anticipated date for issue of the New Shares.
The Directors also reserve the right not to proceed with the whole or part of the Entitlement Offer any time before the allotment and issue of the New Shares. In that event, the relevant application monies (without interest) will be returned in full to applicants.
Further information
If you have any queries, please call 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) between 8.30am and 5.00pm AEDT Monday to Friday during the offer period or, alternatively, consult your professional adviser.
On behalf of the Directors, I thank you for your continued support of Prescient.
Yours sincerely
Steven Engle Chairman
Prescient Therapeutics Limited
Important information
This letter does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal. The securities referred to in this document have not been, and will not be, registered under the US Securities Act of 1933 (the 'US Securities Act'), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
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Disclaimer
Prescient Therapeutics Ltd. published this content on 25 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 24 March 2019 23:44:07 UTC