Opthea Launches A$45 Million Financing to Progress OPT- 302 Expanded Clinical Development

Opthea Limited (ASX:OPT) (“Opthea”), a developer of novel biologic therapies for the treatment of eye diseases, today announced the launch of an entitlement offer and institutional placement (collectively the “Offer”) to raise approximately A$45 million.

Proceeds from the Offer will be used to expand the clinical development of OPT-302 as a therapy for eye disease. The Offer follows the announcement today of positive results from Opthea’s Phase 1/2A clinical trial of OPT-302, a novel VEGF-C/D ‘Trap’ therapy for wet age-related macular degeneration (“wet AMD”).

The new capital raised will be used to advance Opthea’s lead molecule, OPT-302, through an expanded clinical development program, including a larger Phase 2B clinical trial in approximately 350 wet AMD patients and Phase 2A clinical trials in diabetic macular edema (“DME”) and wet AMD patients who have been previously treated with anti-VEGF-A therapy and shown a sub-optimal clinical response. The expanded program establishes and diversifies a robust OPT-302 clinical development strategy, whilst increasing the potential value accretion points for the program.

Offer Details
Opthea today announced the Offer to raise approximately A$45 million, comprising:
• a 1 for 14 accelerated non-renounceable entitlement offer to raise approximately A$10 million (“Entitlement Offer”); and
• an institutional placement to raise approximately A$35 million (“Institutional Placement”)

The Entitlement Offer will consist of:
• an accelerated institutional component that will be conducted today and tomorrow (“Institutional Entitlement Offer”); and
• a retail component which will open on 10 April 2017 and close at 5.00pm (AEST) on 24 April 2017 (“Retail Entitlement Offer”)

Proceeds from the Offer will be used for further testing of OPT-302 as a therapy for eye disease through a:
• Phase 2B clinical trial in approximately 350 wet AMD patients;
• Phase 2A clinical trial in approximately 90 patients with DME; and
• Phase 2A clinical trial in wet AMD patients who have been previously treated with anti-VEGF-A therapy and shown a sub-optimal clinical response (“prior-treated patients”)

Proceeds from the Offer will also be used to fund R&D costs to support continued development of OPT-302.

Shares offered under the Offer (“New Shares”) will be issued at a price of A$0.93 per New Share (“Offer Price”). The Offer Price represents a:
• 10.8% premium to the theoretical ex-raising price (“TERP”), based on the closing price of Opthea’s shares on 29 March 2017¹;
• 14.8% premium to the last traded price of $0.81 on 29 March 2017; and
• 3.9% premium to the 10 day volume weighted average price to 29 March 2017

¹ The closing price on 29 March 2017 was $0.81 per share. TERP is the theoretical price at which shares in Opthea should trade immediately after the ex-date of the Entitlement Offer and reflects shares issued under the Offer. The actual price at which Opthea shares trade will depend on many factors and may not be equal to TERP.

The New Shares will rank equally with existing ordinary shares. New Shares issued under the Institutional Placement do not have rights to participate in the Entitlement Offer.

Institutional Placement and Institutional Entitlement Offer
The Institutional Placement and Institutional Entitlement Offer open on 3 April 2017 and close on 4 April 2017.

Entitlements not taken up under the Institutional Entitlement Offer or attributable to shareholders that were not entitled to participate in the Institutional Entitlement Offer will be offered to eligible institutional investors (including institutional shareholders who have subscribed for their Entitlements) concurrently with the Institutional Entitlement Offer and Institutional Placement.

Retail Entitlement Offer
The Retail Entitlement Offer opens on 10 April 2017 and closes on 24 April 2017. Only those retail shareholders with registered addresses in Australia and New Zealand (Eligible Retail Shareholders) will be eligible to participate in the Retail Entitlement Offer.

Eligible Retail Shareholders wishing to participate in the Retail Entitlement Offer should carefully read the retail offer booklet and accompanying personalised entitlement and acceptance form, which are expected to be despatched on 10 April 2017. Copies of the retail offer booklet will also be available on the Company’s ASX announcements platform.

Eligible Retail Shareholders will be able to apply for additional shares in excess of their entitlement, for those shares which are not taken up by retail shareholders (Retail Shortfall). Eligible Institutional investors may also apply for shares under the Retail Shortfall. Opthea reserves the right to allot and issue any Retail Shortfall shares at its discretion.

Further Information
Shareholders are advised to read the “Equity Raising presentation” and “OPT-302: Phase 1/2A wet AMD Trial Update” presentation released to the ASX this morning (3 April 2017) for further details on the Phase 1/2A wet AMD trial, key risks and the Offer.
If you have any further questions about the Offer, you should seek advice from your stockbroker, accountant or other independent professional adviser, or you can call the Opthea Offer Information Line on 1300 070 933 (within Australia) or +61 3 9415 4301 (outside Australia) at any time between 8:30am and 5:30pm (AEST) on Monday to Friday during the Retail Entitlement Offer period.


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