Opthea Successfully Completes Placement and Institutional Entitlement Offer

• Placement and Institutional Entitlement Offer successfully completed, raising approximately A$42million with strong support from both existing and new institutional and sophisticated investors

• Retail Entitlement Offer will open on Monday, 10 April 2017 and closes at 5:00pm on Monday, 24 April 2017, and is expected to raise approximately A$3million

Melbourne, Australia; 5 April 2017 – Opthea Limited (ASX:OPT) (“Opthea”) announced on 3 April 2017, an equity raising of approximately A$45 million (“Offer”) to fund the expanded clinical development of OPT-302, a novel VEGF-C/D ‘Trap’ therapy for wet age-related macular degeneration (wet AMD) and diabetic macular edema (DME).

The Offer consists of a placement to certain institutional and sophisticated investors to raise approximately A$35 million (“Placement”) and a 1 for 14 accelerated non-renounceable entitlement offer to raise approximately A$10 million (“Entitlement Offer”). Approximately 48 million new shares will be issued under the Offer (“New Shares”). The offer price per New Share is A$0.93, representing a 14.8% premium to last close and a 10.8% premium to TERP¹.

Today, Opthea is pleased to announce the successful completion of the Placement and the institutional component of the Entitlement Offer (“Institutional Entitlement Offer”) (together, the “Accelerated Offer”). The Accelerated Offer attracted strong demand from both new and existing institutional and sophisticated healthcare investors globally, including in Australia, the US and the UK. Approximately A$42 million was raised under the Accelerated Offer.

This announcement represents an important milestone as Opthea transitions to its next stage of growth and follows the reporting of positive outcomes from Opthea’s Phase 1/2A clinical trial with OPT-302 in wet AMD patients. The additional capital will enable the execution of a more diversified and robust clinical development program for OPT-302. Most notably, the financing will provide sufficient resource to conduct a larger Phase 2B wet AMD clinical study and Phase 2A clinical trials in both DME and previously treated wet AMD patients.

Commenting on the outcome of the Accelerated Offer, Opthea’s Managing Director and CEO, Dr Megan Baldwin said “The successful completion of the Accelerated Offer is testament to OPT-302’s potential to improve outcomes for patients with wet AMD and other retinal eye diseases and supports our conviction that OPT-302 will have a significant commercial role in a disease setting for which existing standard of care therapies are associated with a sub-optimal clinical response. We are very pleased with the outstanding support that our existing shareholders have shown in the Company. Furthermore, we are pleased to welcome a number of new domestic institutional and global specialist healthcare investors to our register.”

1 The closing price on 29 March 2017 was A$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

All New Shares to be issued under the Accelerated Offer will rank equally with existing Opthea shares in all respects from the date of their issue. Settlement of New Shares is expected to complete on Tuesday, 11 April 2017 and these shares are expected to be issued and commence trading on the ASX on a normal settlement basis on Wednesday, 12 April 2017.

Wilsons Corporate Finance Limited (“Wilsons”) was sole lead manager to the Offer.

Commencement of the Retail Entitlement Offer
The retail component of the Entitlement Offer (“Retail Entitlement Offer”) which is expected to raise approximately A$3 million, will open on Monday, 10 April 2017 and close at 5:00pm (AEST) on Monday, 24 April 2017. Opthea retail shareholders registered as a shareholder in Australia and New Zealand as at 7:00pm (AEST) on Wednesday, 5 April 2017 (“Eligible Retail Shareholders”) will have the opportunity to participate at the same Offer Price of A$0.93 per New Share and at the same offer ratio as participants in the Institutional Entitlement Offer, being 1 new Opthea share for every 14 existing Opthea ordinary shares held as at the record date, being 7.00pm (AEST) today.

Eligible Retail Shareholders will also be able to apply for additional shares from the Retail Entitlement Offer in excess of their entitlement, for those entitlements which are not taken up by Eligible Retail Shareholders or which would otherwise have been offered to ineligible retail shareholders (“Retai l Shortfall”). Commitments have also been secured to cover the Retail Entitlement Offer in full. This provides Opthea with certainty that the Retail Entitlement Offer will be subscribed for in full, in the event that a Retail Shortfall arises, and therefore ensuring the Company will receive total offer proceeds of approximately A$45 million. Opthea reserves the right to allot and issue any shortfall shares at its discretion.

Further details of the Retail Entitlement Offer were set out in Opthea’s announcement on Monday, 3 April 2017 and the terms and conditions will be fully set out in the retail offer document to be dispatched to Eligible Retail Shareholders on Monday, 10 April 2017. 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.

Opthea expects its trading halt to be lifted and Opthea shares to recommence trading on an ex-entitlement basis from market open today.

Company & Media Enquiries:

Megan Baldwin, PhD
CEO & Managing Director
Opthea Limited
Tel: +61 (0) 447 788 674

Rudi Michelson
Monsoon Communications
Tel: +61 (0) 3 9620 3333

U.S.A & International:
Jamien Jones
Blueprint Life Science Group
Tel: +1 415 375 3340, Ext 5

Join our email database to receive program updates:
Tel: +61 (0) 3 9826 0399


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