Posted: 1 June 2023
Optiscan Imaging Limited (ASX: OIL) is pleased to announce that it has lodged a prospectus with ASIC (Prospectus) in respect of a pro rata entitlement offer of one (1) fully paid ordinary share (Share) for every three (3) Shares held on the record date of Friday 2 June 2023 (Record Date) (Offer). The Offer will raise up to $16,698,816 by the issue of up to 208,735,201 Shares in the capital of the Company at an issue price of $0.08 per Share.
Optiscan has engaged substantial shareholders, Peters Investments Pty Ltd (Peters) and Orchid Capital Investments Pte. Ltd (Orchid) to partially underwrite the Offer. Peters has agreed to partially underwrite $6,950,000 of the Offer being 86,875,000 Shares and Orchid has agreed to partially underwrite $2,863,733 of the Offer being 35,796,663 Shares both at the issue price of $0.08 per Share. In addition, both Peters and Orchid have also agreed to subscribe for their full entitlements under the Offer, being 35,791,667 Shares (to the value of $3,221,250) for Peters and 29,828,333 Shares (to the value of $2,684,550) for Orchid.
The Offer includes a shortfall facility under which Eligible Shareholders (defined below) that have taken up their full entitlement under the Offer can apply to take up additional Shares in excess of their pro rata entitlement (Shortfall Offer). The Shortfall Offer may also be offered to third parties introduced by the Company. The Shortfall Offer is a separate offer made pursuant to the Prospectus and will remain open for up to three (3) months following the Closing Date (as outlined below). The securities issued under the Shortfall Offer will have the same terms as those issued under the Offer.
The Offer is open to all eligible shareholders who have a registered address within Australia, New Zealand or Singapore and who hold shares on the Record Date (Eligible Shareholders). The Offer will close on Thursday, 29 June 2023 (unless extended), and Eligible Shareholders can apply for shortfall in excess of their entitlement. Shareholders can also trade their rights from Thursday, 1 June 2023.
All Shares issued will rank equally with existing Shares on issue and the Company will apply for quotation of the new Shares issued pursuant to the Offer. A personalised Entitlement and Acceptance Form will be sent to eligible shareholders shortly after the Record Date. Eligible Shareholders should consider the Prospectus in deciding whether to acquire securities under the Offer
and will need to follow the instructions on the entitlement and acceptance form that will accompany the Prospectus.
Intended Use of Funds
The funds raised under the Offer will be used to further the Company’s research and development (R&D) projects specifically for both rigid and flexible surgical applications, to develop improved image capture, AI and telepathology capabilities, to undertake clinical studies to satisfy the FDA in relation to premarket notification applications for new addressable markets, to increase the commercial exposure of the Company specifically in the US, and for general working capital purposes.
Optiscan CEO and Managing Director, Dr Camile Farah, commented: “The Company is at an inflection point in its history as it accelerates its transformation from an R&D enterprise and OEM (Original Equipment Manufacturer) supplier, to a pure-play medical device manufacturer and digital solution provider. As the Company looks forward to its first standalone FDA-cleared medical device, the time is right to unleash the power of our platform digital imaging technology and develop a portfolio of products and services that cater for large addressable markets with a focus on real-time pathology and minimally invasive surgery.”
Optiscan’s Non-Executive Chairman, Mr Robert Cooke, said: “The Board is excited about the future direction and commercial opportunities for the Company. A significant amount of work has gone into honing the Company’s strategy, supporting Dr Farah’s vision for widespread adoption of our products and services. We are buoyed by the overwhelming support offered by Optiscan’s two cornerstone shareholders and their backing of this Entitlement Offer. We believe their interest in underwriting the Offer sends a strong signal that we are on the right track to unlocking the Company’s future growth prospects.”
Dr Farah, adds: “Optiscan’s technology has the potential to radically change the way that clinicians, surgeons and pathologists detect, diagnose and treat cancers and other diseases. It is incumbent on us to provide them with the tools to enable this transformative digital transition. We have been particularly strategic over the last 12 months to map out and design a range of devices and services that we believe will be widely adopted in the market. The funds raised from this Offer will place Optiscan squarely on the cusp of realizing its full potential as a global leader in digital pathology and precision surgery.”
