Full Press Release Details
ASX, NASDAQ and Media Release
Further to the announcements today, 12 June 2024 by Opthea Limited (ASX:OPT), Opthea attaches the Prospectus issued in connection with New Shares and New Options to be issued under its up to approximately A$217.3 million (US$143.4 million1) entitlement offer and Placement Options to be issued in connection with its up to A$10.0 million (US$6.6 million1) placement.
Authorized for release to ASX by Frederic Guerard, CEO
LifeSci Advisors, LLC
NorthStream Global Partners
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Tel: +61 (0) 3 9826 0399, Email: info@opthea.com Web: www.opthea.com
This Prospectus is being issued for:
a pro-rata accelerated non-renounceable entitlement offer to Eligible Shareholders of up to approximately 543.3 million New Shares at the Offer Price of $0.40 per New Share and up to approximately 181.1 million New Options to Eligible Shareholders with an exercise price of $1.00 under the Entitlement Offer on the basis of 1 New Option for every 3 New Shares issued under the Entitlement Offer; and
up to approximately 8.3 million Placement Options with an exercise price of $1.00 to participants in the Placement on the basis of 1 Placement Option for every 3 New Shares issued under the Placement.
This Prospectus is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act. This is an important document that should be read in its entirety. You should read this Prospectus in its entirety before deciding whether to take up Securities under the Offers.
This Prospectus is not for release to US wire services nor distribution in the United States except privately by the Company to Applicants that participate in the Placement and the Institutional Entitlement Offer.
| IMPORTANT INFORMATION | 3 | |
| Chairman's Letter | 6 | |
| Key Dates | 8 | |
| 1. | INVESTMENT OVERVIEW | 10 |
| 2. | DETAILS OF THE ENTITLEMENT OFFER | 22 |
| 3. | DETAILS OF THE PLACEMENT OPTION OFFER | 40 |
| 4. | PURPOSE AND EFFECT OF THE ENTITLEMENT OFFER AND PLACEMENT | 43 |
| 5. | RISK FACTORS | 48 |
| 6. | ADDITIONAL INFORMATION | 59 |
| 7. | DIRECTORS' AUTHORISATION | 72 |
| 8. | DEFINITIONS | 73 |
| CORPORATE DIRECTORY | 77 |
IMPORTANT INFORMATION
This Prospectus relates to the Opthea Limited ACN 006 340 567 (Opthea or Company) Entitlement Offer and Placement Option Offer under which the Company will offer New Shares, New Options and Placement Options. This Prospectus is dated 12 June 2024 and a copy has been lodged with ASIC. The expiry date of this Prospectus is 12 July 2025 being 13 months after the date of this Prospectus. No Securities will be issued on the basis of this Prospectus after the expiry date.
The Company has applied or will, within 7 days after the date of this Prospectus, apply for quotation of the Securities on ASX. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus nor for the merits of the investment to which this Prospectus relates.
In preparing this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. This Prospectus is a transaction specific prospectus for an offer of: (i) continuously quoted securities (as defined in the Corporations Act); and (ii) options to acquire continuously quoted securities, and has been prepared in accordance with section 713 of the Corporations Act. Section 713 of the Corporations Act allows the issue of a more concise prospectus in relation to: (i) an offer of continuously quoted securities; and (ii) options to acquire continuously quoted securities. This Prospectus does not include all information that would be included in a prospectus for an initial public offering.
This Prospectus is important and requires your immediate attention. You should read the entire Prospectus carefully before deciding whether to invest in the Securities under the Offers. In particular you should consider the risk factors that could affect the performance of Opthea or the value of an investment in Opthea, some of which are outlined in Section 5. However, the information provided in this Prospectus is not investment advice or financial product advice and has been prepared without taking into account your individual investment objectives, financial situation, tax position or particular needs. Before deciding whether to apply for Securities under the Offers, you should consider whether they are a suitable investment for you in light of your own investment objectives, financial situation, tax position and particular needs and having regard to the merits and risks involved. If, after reading this Prospectus, you have any questions about the Offers you should contact your stockbroker, solicitor, accountant and/or other professional financial adviser. The Company is not licensed to provide financial product advice in relation to Securities or any other financial products. No cooling off regime applies to the acquisition of Securities under this Prospectus.
The past performance of the price of the Company's Shares or other securities of the Company provides no guidance or indication as to how the price of the Securities will perform in the future.
The right to participate in the Offers is not transferable. Please carefully read and follow the instructions in this Prospectus and on the accompanying Application Form when subscribing for Securities.
Prospectus availability
Eligible Shareholders and participants in the Placement will receive a copy of this Prospectus together with an accompanying Application Form. Eligible Shareholders and participants in the Placement can obtain a copy of this Prospectus during the Offer Period (free of charge) from the Company's website at https://opthea.com/.
Any references to documents located on the Company's website are provided for convenience only, and none of the documents or other information on the Company's website are incorporated by reference into this Prospectus.
Target market determination
In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of Options issued under this Prospectus. The Company will only
distribute this Prospectus to those investors who fall within the target market determination as set out on the Company's website at https://opthea.com/.
The New Shares and New Options are not being offered or sold to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the offer of the New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. The Company is issuing the New Options to existing Shareholders of the Company for no consideration.
This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013.
This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.
The Retail Entitlement Offer does not constitute an offer to sell, or the solicitation of any offer to buy, any securities in the United States (or to any person acting for the account or benefit of a person in the United States), or in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.
No action has been taken to register or qualify the Retail Entitlement Offer, or otherwise permit an offering of the New Shares or New Options in respect of the Retail Entitlement Offer, in any jurisdiction other than: Australia and New Zealand. The Institutional Entitlement Offer and Placement Option Offer is not being extended to any Shareholder or investor outside Australia, New Zealand, the European Union (excluding Austria), Hong Kong, Israel, Singapore, South Africa, the United Kingdom or to Shareholders or investors other than Qualified Institutional Buyers or Eligible U.S. Fund Managers in the United States.
The distribution of this Prospectus (including an electronic copy) outside Australia may be restricted by law. If you come into possession of this Prospectus, you should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. The Company disclaims all liability to such persons.
By making a payment by BPAY (if applicable), you will be taken to have given the representations and warranties set out in Section 2.16 and represented and warranted that there has been no breach of such laws and that all necessary approvals and consents have been obtained.
The Securities have not been, and will not be, registered under the US Securities Act, or the securities laws of any state or other jurisdiction in the United States. The Securities may not be offered, sold or resold in the United States or to, or for the account or benefit of, a person in the United States, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
For details of the restrictions that apply to the Securities in New Zealand, the European Union (excluding Austria), Hong Kong, Israel, Singapore, South Africa, the United Kingdom and to Qualified Institutional Buyers and Eligible U.S. Fund Managers in the United States, please refer to Section 6.3.
Future performance and forward- looking statements
The pro forma financial information provided in this Prospectus is for illustrative purposes only and does not represent a forecast or expectation by the Company as to its future financial condition and/or performance. In particular, certain pro forma financial information and certain other qualitative assessments by Opthea in this Prospectus assume that proceeds of the Offers (and the Placement) are received by the Company on the relevant settlement dates under the Offers (and the Placement).
This Prospectus contains forward-looking statements, including statements containing such words as
anticipate , estimates , should , will , expects , plans or similar expressions. Indications of, and guidance on, future financial position and performance including the unaudited financial information and pro forma data, are also forward-looking statements. Forward-looking statements in this Prospectus include statements regarding the timetable, conduct and outcome of the Capital Raising and the Placement Option Offer and the use of the proceeds thereof. These forward-looking statements are, despite being based on Opthea's current expectations about future events and on assumptions for which the Directors consider they have reasonable grounds, subject to known and unknown risks and uncertainties, many of which are outside the control of the Company and its Directors. These known and unknown risks and uncertainties could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions include, but are not limited to, the risks outlined in Section 5. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements in this Prospectus. In addition, except as required by law, and then only to the extent required by law, neither the Company nor any other person warrants the future performance of the Company, the future performance of the Securities, the correctness of the assumptions underlying the forecast financial information or any return on any investment made by you under this Prospectus.
The Company and its Directors, officers and employees disclaim any responsibility to update any risk factors or publicly announce the result of any revisions to the forward-looking statements contained in this Prospectus to reflect future developments or events, other than where required to do so by the Corporations Act or the ASX Listing Rules.
Electronic Prospectus
A read-only version of the Prospectus is available on the Company's website at https://opthea.com. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. The Corporations Act prohibits any person passing onto another person an Application Form unless it is included in, or accompanied by, a hard copy of this Prospectus or it accompanies the complete and unaltered electronic version of this Prospectus. The Company will not accept a completed Application Form if it has reason to believe that the Applicant has not received a complete and unaltered copy of the Prospectus. Any person may obtain a hard copy of this Prospectus by contacting the Company prior to the Closing Date.
Before deciding to invest in the Company, potential investors should read the entire Prospectus. In considering the prospects for the Company, potential investors should consider the assumptions underlying the prospective financial information and the risk factors that could affect the performance of the Company. Potential investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from a stockbroker, accountant or other independent financial adviser before deciding to invest. No person named in this Prospectus, nor any other person, guarantees the performance of the Company, the repayment of capital by the Company or the payment of a return on the Shares or Securities.
Publicly available information
Information about the Company is publicly available and can be obtained from ASIC and ASX (including ASX's website www.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offers. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest in Securities or the Company.
No person is authorised to give any information or to make any representation in relation to the Offers which is not contained in this Prospectus and any such information may not be relied on as having been authorised by the Directors.
Phone the Offer Information Line:
1300 850 505 (within Australia); or
+61 3 9415 5000 (outside Australia)
between 8.30am and 5.00pm (Melbourne time) Monday to Friday (excluding public holidays) during the Offer Period for the Retail Entitlement Offer.
If you have questions about the Offers, please contact your solicitor, stockbroker, accountant and/or other professional financial adviser.
A number of terms and abbreviations used in this Prospectus have defined meanings which are set out in Section 8.
All references in this Prospectus to $, AUD or dollars are references to Australian currency, unless otherwise stated.
Unless otherwise stated, all references to time in this Prospectus relate to the time in Melbourne, Australia.
Wednesday, 12 June 2024
Dear Shareholder and potential investor
As announced by the Company to ASX today, Wednesday, 12 June 2024, the Company intends to raise up to approximately $227.3 million by way of:
the Entitlement Offer, being a partially underwritten pro rata accelerated non-renounceable entitlement offer of 1 new fully paid ordinary share in the Company for every 1.22 Existing Shares of up to approximately 543.3 million New Shares, to:
- Eligible Institutional Shareholders under the Institutional Entitlement Offer; and
- Eligible Retail Shareholders under the Retail Entitlement Offer,
at an issue price of $0.40 per New Share under the Entitlement Offer to raise up to approximately $217.3 million; and
the Placement, being a placement of up to approximately 25.0 million new fully paid ordinary shares in the Company to institutional and sophisticated investors at an issue price of $0.40 per New Share under the Placement to raise up to approximately $10.0 million (with the ability to increase the size of the Placement at the Company's sole discretion).
For every 3 New Shares subscribed for by participants under the Placement and Entitlement Offer, each participant will also receive, for no additional consideration, 1 option to acquire 1 Share by way of issue which will be exercisable at $1.00 per Share. The Company will apply to have the Options quoted on the ASX and the Options will expire at 5.00pm (Melbourne, Australia time) on 30 June 2026.
As an Eligible Shareholder, you can choose to take up all, part or none of your Entitlement. If you are an Eligible Retail Shareholder, if you choose to take up your full Entitlement, you may also apply for additional New Shares in excess of your Entitlement under a Top-Up Facility. The maximum number of additional New Shares that an Eligible Retail Shareholder may apply for is 25.0% of their Entitlement.
The Entitlement Offer will give all Eligible Shareholders an opportunity to apply for 1 New Share for every 1.22 Existing Shares at the Offer Price of $0.40 per New Share, being the same offer price per New Share under the Placement, while also receiving, for no additional consideration, 1 option for every 3 New Shares to raise up to approximately $217.3 million. The New Options issued under the Entitlement Offer will have the same terms as the Placement Options to be issued to participants in the Placement.
Funds raised through the Capital Raising, are intended to be used by Opthea to continue advancing the clinical development of sozinibercept for the treatment of wet AMD, including to progress the Phase 3 clinical program, CMC (chemistry, manufacturing, and controls) activities, Bologics License Application (BLA) preparations and for general corporate purposes, as well as the other purposes described in this Prospectus.
Additionally, funds received by the Company from the exercise of the Options, which are exercisable at any time prior to the Expiry Date, will be primarily used to provide further funding for the same purposes as listed above.
The Entitlement Offer is open to all Shareholders recorded as holding Shares on the Company's register of members as at 7.00pm (Melbourne, Australia time) on Friday, 14 June 2024 (and who otherwise meet the eligibility criteria set out in Section 2.6 and 2.7).
The issue of New Shares under the Entitlement Offer is partially underwritten by the Underwriter, MST Financial Services Pty Ltd. Under this underwriting arrangement, the Retail Entitlement Offer will be fully underwritten and the shortfall of the Institutional Entitlement Offer will be partially underwritten up to $30 million. In respect of this commitment, the Underwriter has entered into sub-underwriting arrangements with Regal (among others). The Placement is not underwritten.
Participation in the Entitlement Offer is completely optional, however, a Shareholder's entitlement to participate in the Entitlement Offer is non-renounceable meaning that a Shareholder's right to participate in the Entitlement Offer cannot be transferred to anyone else. If you do not take up your Entitlement, you will not be allocated New Shares (or New Options) and your Entitlements will lapse. If you do not take up your Entitlement, your proportionate equity interest in Opthea will be diluted as a result of the Entitlement Offer.
If you are eligible and wish to participate in the Retail Entitlement Offer, you should submit a BPAY payment in accordance with the instructions on the accompanying personalised Application Form. New Zealand holders will not be able to make a payment using BPAY and should contact the Share Registry to obtain payment details. Your application and payment must be received by no later than 5.00pm (Melbourne time) on Wednesday, 10 July 2024.
You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that Application Monies submitted through BPAY are received by 5.00pm (Melbourne time) on Wednesday, 10 July 2024.
The Board recommends that you read this Prospectus carefully, and in its entirety, before you decide whether to participate in the Offers. In particular, you should note the future market price of the Securities is uncertain and may rise or fall. This means the price you pay for New Shares under the Entitlement Offer may be either higher or lower than the Share price as traded on the ASX at the time the New Shares are issued to you under the Entitlement Offer, with the effect that the value of your investment in the Securities could rise or fall. In deciding whether to participate in the Offers, you should seek your own independent financial, legal and taxation advice in respect of the Offers. No cooling off regime applies to the acquisition of Securities under the Offers.
On behalf of the Directors, I invite you to consider participating in the Offers and thank you for your ongoing support of Opthea.
| Event | Date* (Melbourne, Australia Time) |
| Trading halt, announcement of Capital Raising and Appendix 3B Lodgement of this Prospectus with ASIC and ASX | Wednesday, 12 June 2024 |
| Placement and Institutional Entitlement Offer opens | 10:00am on Wednesday, 12 June 2024 |
| Placement and Institutional Entitlement Offer closes | Thursday, 13 June 2024 |
| Announcement of completion of the Placement and Institutional Entitlement Offer, trading halt lifted, existing securities recommence trading | Friday, 14 June 2024 |
| Record Date for the Entitlement Offer | 7.00pm on Friday, 14 June 2024 |
| Retail Entitlement Offer opens | 9.00am on Wednesday, 19 June 2024 |
| Settlement of New Shares under the Placement and Institutional Entitlement Offer (including any allocated Institutional Shortfall Shares) | Thursday, 20 June 2024 |
| Issue and commencement of trading of New Shares under the Placement and the Institutional Entitlement Offer (including any allocated Institutional Shortfall Shares) | Friday, 21 June 2024 |
| Retail Entitlement Offer closes | 5.00pm on Wednesday, 10 July 2024 |
| Announcement of results of the Retail Entitlement Offer and notification of any Retail Shortfall | Monday, 15 July 2024 |
| Settlement of New Shares under the Retail Entitlement Offer (including any allocated Retail Shortfall Shares) | Tuesday, 16 July 2024 |
| Allotment of New Shares under the Retail Entitlement Offer (including any Retail Shortfall Shares) and Options | Wednesday, 17 July 2024 |
| Commencement of trading of New Shares issued under the Retail Entitlement Offer and Options on ASX | Thursday, 18 July 2024 |
| Dispatch of holding statements for New Shares issued under the Retail Entitlement Offer and Options | Friday, 19 July 2024 |
* The timetable is indicative only and subject to change. The Company retains the discretion, subject to the ASX Listing Rules and the Corporations Act, to alter any or all of these key dates at its discretion (generally or in particular cases), without prior notice, including extending the Closing Date or to withdraw the Offers without prior notice. Applicants are encouraged to submit their Application Forms as soon as possible.
1. INVESTMENT OVERVIEW
The below information is a selective overview of the key information for potential investors. Potential investors should read the Prospectus in full before deciding to invest in Securities.
| Topic | Summary | Where to find more information |
| What is the Entitlement Offer? | The Entitlement Offer is a pro-rata accelerated non-renounceable entitlement offer of New Shares (and New Options) in the Company. Under the Entitlement Offer, all Eligible Shareholders are being offered the opportunity to subscribe for 1 New Share for every 1.22 Existing Shares held on the Record Date and 1 New Option for every 3 New Shares issued, free of brokerage or other transaction costs. The Entitlement Offer consists of the: (a) Institutional Entitlement Offer : Eligible Institutional Shareholders will be given the opportunity to take up all or part of their Entitlement. Entitlements under the Institutional Entitlement Offer are non-renounceable. The Lead Manager will provide all Eligible Institutional Shareholders with details of the Institutional Entitlement Offer and how to apply under the Institutional Entitlement Offer at the commencement of the Institutional Entitlement Offer. (b) Retail Entitlement Offer : Eligible Retail Shareholders will be given the opportunity to take up all or part of their Entitlement. Retail Entitlements are also non-renounceable. Eligible Retail Shareholders who take up their full Entitlement may also apply for additional New Shares at the same Offer Price of $0.40 per New Share ( Top-Up Facility ). Further details on how to take up your Entitlement and additional New Shares under the Top-Up Facility are contained in Section 2.9 and the personalised Application Form. The Entitlement Offer is non-renounceable. This means that Eligible Shareholders who do not take up their Entitlements by the relevant Closing Date, will not receive any payment or value for those Entitlements, and their proportionate equity interest in the Company will be diluted. The Company reserves the right to modify or terminate the Entitlement Offer at any time, including closing the Entitlement Offer early (see Section 2.5). The Company will notify the ASX | Sections 2.1, 2.5, 2.12 and 2.24 |
| Topic | Summary | Where to find more information |
| of any modification to, or termination of, the Entitlement Offer. | ||
| What is the Offer Price? | The Offer Price is $0.40 per New Share, being the same offer price per New Share under the Placement. The Options will be issued for no additional consideration. | Section 2.1 and 2.4 |
| How many new securities will be issued under the Entitlement Offer? | The number of New Shares that will be issued under the Entitlement Offer (including any Shortfall) is up to 543,285,766. | Section 2.1 |
| Who is eligible to participate in the Entitlement Offer? | The Institutional Entitlement Offer is made to Eligible Institutional Shareholders only. An Eligible Institutional Shareholder under this Prospectus is any Shareholder as at the Record Date who is an Institutional Investor and who the Lead Manager, in agreement with the Company, determines may receive an offer on behalf of the Company under the Institutional Entitlement Offer. Only Eligible Retail Shareholders are entitled to participate in the Retail Entitlement Offer. An Eligible Retail Shareholder is a person: who is a registered holder of Shares as at 7.00pm (Melbourne time) on Friday, 14 June 2024 (being the record date for the Entitlement Offer); whose registered address is in Australia or New Zealand, or are, in the opinion of the Company, otherwise eligible under all applicable securities laws to receive an offer of New Shares (and New Options) under the Entitlement Offer; who is not an Eligible Institutional Shareholder; who is not in the United States nor acting for the account or benefit of a person in the United States or elsewhere outside of Australia or New Zealand; and who does not hold Shares on behalf of another person who resides outside of Australia or New Zealand (unless they hold Shares in an eligible capacity). If you are not an Eligible Retail Shareholder, you are not able to participate in the Retail Entitlement Offer. | Section 2.6 and 2.7 |
| Topic | Summary | Where to find more information |
| The Company may (in its absolute discretion) extend the Retail Entitlement Offer to any Shareholder in other foreign jurisdictions (subject to compliance with applicable laws). Custodians and nominees holding Shares on behalf of one or more beneficial holders should refer to Section 2.18. For the avoidance of doubt, holders of the Company's American Depositary Shares ( ADSs ) (Nasdaq: OPT) are not eligible to participate in the Entitlement Offer or receive Options. | ||
| What are the alternatives for Eligible Shareholders under the Entitlement Offer? | The Entitlement Offer is non-renounceable so you cannot trade your Entitlements. As an Eligible Shareholder, you may: (a) take up all of your Entitlements and, if you are an Eligible Retail Shareholder, apply for additional New Shares above your Entitlement under the Top-Up Facility; (b) take up part of your Entitlements, and allow the balance of your Entitlements to lapse; or (c) allow all of your Entitlements to lapse. | Section 2.12 |
| Is the Entitlement Offer conditional? | The issue of New Shares (and New Options) under the Entitlement Offer is not conditional on Shareholder approval and will not count towards the Company's placement capacity in ASX Listing Rule 7.1 as it falls under the exemption in ASX Listing Rule 7.2. | Section 2.1 |
| Is the Entitlement Offer underwritten? | The issue of New Shares (and New Options) under the Entitlement Offer is partially underwritten. These underwriting arrangements consist of: (a) a full underwriting of the Retail Entitlement Offer; and (b) an underwriting of part of the shortfall of the Institutional Entitlement Offer of up to $30 million. The underwriting is subject to the terms and conditions of the Underwriting Agreement, which are summarised in Section 2.10 and 2.17. | Section 2.9, 2.10, 2.11 and 2.17 |
| How will Shortfall be allocated? | In order to maximise the level of take-up under the Entitlement Offer and also reduce the scope for the Entitlement Offer to impact control of the Company, the Entitlement Offer includes the following Shortfall dispersion mechanisms: (a) ( Top-Up Facility ) Eligible Retail Shareholders who take | Section 2.9 |
| Topic | Summary | Where to find more information |
| up their Entitlement in full may also apply for additional New Shares at the same Offer Price of $0.40 per New Share ( Top-Up Facility ). The maximum number of additional New Shares that an Eligible Retail Shareholder may apply for under the Top-Up Facility is 25.0% of their Entitlement. Further details for Eligible Retail Shareholders on how to take up your Entitlement and additional New Shares under the Top-Up Facility are contained in Section 2.9 and the personalised Application Form. Allocations of New Shares under the Top-Up Facility are at the discretion of Opthea. Additional New Shares under the Top-Up Facility will be issued to Eligible Retail Shareholders that have applied for additional New Shares in priority to and before any allocation of the Retail Shortfall is made to the Underwriter and any sub-underwriters (including Regal). Such New Shares are to be drawn from the Retail Shortfall together with Entitlements of any Ineligible Foreign Retail Shareholders. Accordingly, allocations available to be made under the Top-Up Facility will depend upon the extent to which Eligible Retail Shareholders take up their Entitlements under the Retail Entitlement Offer and the number of Ineligible Foreign Retail Shareholders. If the number of additional New Shares for which applications are received under the Top-Up Facility exceeds the number of New Shares available for allocation under the Top-Up Facility, then Opthea may apply any scaleback in its discretion, which may include having regard to the pro rata Entitlement of Eligible Retail Shareholders who apply for additional New Shares. New Shares allocated under the Top-Up Facility will be issued at the same time as other New Shares under the Retail Entitlement Offer. For the avoidance of doubt, Eligible Retail Shareholders who are issued additional New Shares will also receive, for no additional consideration, 1 New Option for every 3 additional New Shares. (b) ( Institutional Shortfall Bookbuild ) Following completion of the Institutional Entitlement Offer (and after acceptances by Eligible Institutional Shareholders), the Lead Manager and the Company in agreement will determine the number of any Institutional Shortfall Shares. These Institutional Shortfall Shares together with Entitlements of any Ineligible Foreign Institutional Shareholders will be offered at the Offer Price to new and existing institutional and sophisticated investors in the Institutional Shortfall Bookbuild which is intended to be a bookbuild as to volume only. To the extent there is any shortfall following the Institutional Shortfall Bookbuild, it will be taken up, to the extent agreed, by the Underwriter and in turn by any sub-underwriters to the Institutional |
| Topic | Summary | Where to find more information |
| Entitlement Offer (including Regal). Allocations of such shortfall will only be made to Regal as sub-underwriter after allocations have been made to any other sub-underwriters that may have been appointed (up to their sub-underwriting commitments). (c) ( Retail Shortfall ) Following completion of the Retail Entitlement Offer (and after acceptances by Eligible Retail Shareholders and allocation of any additional New Shares under the Top-Up Facility), the Lead Manager and the Company will determine the number of any Retail Shortfall Shares. To the extent there is any Retail Shortfall, it will be taken up by the Underwriter and in turn by any sub-underwriters to the Retail Entitlement Offer (including Regal). Allocations of Retail Shortfall Shares will only be made to Regal as sub-underwriter after allocations have been made to any other sub-underwriters that have been appointed (up to their sub-underwriting commitments). (d) ( Shortfall allocation policy ) Subject to the terms of the Underwriting Agreement, any Shortfall will be allocated by the Company in consultation with the Lead Manager having regard to the guidance relating to dispersion strategies set out in the Takeovers Panel's Guidance Note 17 and in accordance with the allocation policy described in Section 2.9. | ||
| Do I have to participate in the Entitlement Offer? | No. Participation in the Entitlement Offer is optional. The Entitlement Offer is non-renounceable. This means that Eligible Shareholders who do not take up their Entitlements by 5.00pm (Melbourne time) on Wednesday, 10 July 2024 , will not receive any payment or value for those Entitlements, and their proportionate equity interest in the Company will be diluted. | Section 2.6 and 2.7 |
| Can I transfer my Entitlement to participate in the Entitlement Offer? | No. You cannot transfer your right to purchase New Shares and receive New Options under the Entitlement Offer to anyone else. | Sections 2.12 and 2.14 |
| How many New Shares will I receive if I participate in the Entitlement Offer? | Under the Entitlement Offer, Eligible Shareholders may subscribe for 1 New Share for every 1.22 Existing Shares held on the Record Date. | Section 2.1 |
| Can I withdraw my | Cooling off rights do not apply to an investment in New Shares (or New Options) under the Entitlement Offer. You cannot | Section 2.12 |
| Topic | Summary | Where to find more information |
| Application? | withdraw your Application or payment once it has been accepted, unless permitted to do so in accordance with the Corporations Act. | |
| What is the effect on the control of the Company? | The maximum number of New Shares that could be issued pursuant to the Entitlement Offer and the Placement (assuming it is not upsized) is 568,285,766. This equates to approximately 46.2% of all the issued Shares in the Company immediately following completion of the Entitlement Offer and the Placement (assuming that maximum number of Shares is issued). Item 13 of section 611 of the Corporations Act provides an exception to the takeover restrictions where a person underwrites or sub-underwrites an issue of securities under a prospectus or other disclosure document, and where the prospectus discloses the effect that this would have on the person's voting power in the company. Regal has informed the Company that its current voting power in the Company is 23.56% (constituted by holdings of 132,902,835 ordinary shares and 2,907,403 ADSs) and Regal has agreed to sub-underwrite the Retail Entitlement Offer in full and part of the shortfall of the Institutional Entitlement Offer (up to $30.0 million) (see Section 2.11 for further details). Through its participation in the Entitlement Offer, and any subscription of New Shares as a sub-underwriter of the Entitlement Offer, it is likely that the percentage shareholding of Regal will increase. It is not possible to determine at this stage the extent of that increase and Regal will need to comply with the provisions of Chapter 6 of the Corporations Act. See Section 4.6 below for further details of the potential impact the Entitlement Offer may have on the control of the Company. The Shortfall dispersion mechanisms as described in Section 2.9 are intended to minimise the potential control implications of the Entitlement Offer. | Section 4.6 |
| How many New Options will I receive if I participate in the Entitlement Offer? | You will receive 1 New Option for every 3 New Shares issued to you under the Entitlement Offer. | Section 2.1 |
| What are the terms of the New Options? | Each New Option is offered for no additional consideration and is exercisable at a price of $1.00 until the expiry date of 5.00pm (Melbourne time) on 30 June 2026. The Company has applied or will apply for quotation of the | Section 6.7 |
| Topic | Summary | Where to find more information |
| New Options on the ASX. The full terms of the New Options are set out in Section 6.7. | ||
| What is the purpose of the funds raised under the Entitlement Offer? | The Entitlement Offer is being undertaken to raise capital of approximately up to $217.3 million. The purpose of the Entitlement Offer is to raise funds to continue advancing the clinical development of sozinibercept for the treatment of wet AMD, including to progress the Phase 3 clinical program, CMC (chemistry, manufacturing, and controls) activities, Biologics License Application (BLA) preparations, and for general corporate purposes, as well as the other purposes described in this Prospectus. The effect of the Entitlement Offer on the Company is set out in Section 4. | Section 4 |
| Do I have to pay brokerage on the New Shares and New Options? | No brokerage, commission or other participation costs are payable by you in respect of the acquisition of New Shares and New Options under the Entitlement Offer. | Section 2.23 |
| What are the risks of subscribing for New Shares and New Options under this Prospectus? | New Shares and New Options offered under this Prospectus should be considered speculative and an investment in the Company is subject to a range of risks, including (but not limited to): future capital requirements; going concern; underwriting risk; Development Funding Agreement; access to capital; clinical development; clinical data; research and development activities; regulatory approval; competition; | Section 5 |
| Topic | Summary | Where to find more information |
| intellectual property; manufacturing; commercialisation; health epidemics; reliance on third parties including agents, suppliers, distributors, contractors and joint venture partners; reliance on key personnel; commercial risk; information technology; insurance and uninsured risks; product safety and efficacy; litigation; effects of Offers on control; New Options; dilution risk. Further details on the risks associated with an investment in the Company are set out in Section 5. | ||
| What do I do if I receive more than one Application Form? | Eligible Shareholders who receive more than one Application Form under the Retail Entitlement Offer, or who are able to participate in the Retail Entitlement Offer as an underlying beneficial owner of a custodian or nominee (e.g. where an Eligible Shareholder holds Shares in more than one capacity) may apply on different Application Forms. | Sections 2.12 and 2.18 |
| How do I participate in the Retail Entitlement Offer? | If you are an Eligible Retail Shareholder and wish to take up New Shares and New Options under the Retail Entitlement Offer, you need to pay by BPAY so that your payment is received by the Company before 5.00pm (Melbourne time) on the Closing Date. If you are paying by BPAY you do not need to submit the accompanying personalised Application Form. It is the responsibility of the Applicant to ensure that funds submitted through BPAY are received by the Closing Date. Applicants | Section 2.12 |
| Topic | Summary | Where to find more information |
| should be aware that their own financial institution may implement earlier cut-off times with regards to electronic payment, and should therefore take that into consideration when making payment. New Zealand Shareholders will not be able to make a payment using BPAY and should contact the Share Registry to obtain payment details. | ||
| When will I receive my New Shares and New Options? | Institutional Entitlement Offer: New Shares under the Institutional Entitlement Offer are expected to be issued on Friday, 21 June 2024. New Options in respect of the Institutional Entitlement Offer will be issued at the same time as New Options under the Retail Entitlement Offer. Retail Entitlement Offer: New Shares and New Options under the Retail Entitlement Offer are expected to be issued on Wednesday, 17 July 2024. Holding statements are expected to be sent to successful Applicants shortly after the issue of the New Shares and New Options. | Section 2.20 |
| When can I trade my New Shares and New Options? | Institutional Entitlement Offer: it is expected that New Shares issued under the Institutional Entitlement Offer will commence trading on the ASX on Friday, 21 June 2024. It is expected that New Options issued under the Institutional Entitlement Offer will commence trading on the ASX on Thursday, 18 July 2024. Retail Entitlement Offer: it is expected that New Shares and New Options issued under the Retail Entitlement Offer will commence trading on the ASX on Thursday, 18 July 2024. You should confirm your shareholding before trading any New Shares and/or New Options you believe you have acquired under this Prospectus. | Section 2.20 |
| What are the rights and liabilities attaching to the New Shares issued under the Entitlement Offer? | New Shares issued under the Entitlement Offer will rank equally in all respects with Existing Shares. The rights and liabilities attaching to the New Shares are set out in Section 6.6. | Section 6.6 |
| What are the rights and liabilities attaching to the New Options issued under this Prospectus? | The rights and liabilities attaching to the New Options are set out in Section 6.7. | Section 6.7 |
| Topic | Summary | Where to find more information |
| How can Eligible Shareholders obtain further information? | If you would like further information you can: phone the Offer Information Line on: 1300 850 505 (within Australia) +61 3 9415 5000 (outside Australia) between 8.30am and 5.00pm (Melbourne time) Monday to Friday (excluding public holidays) during the Offer Period for the Retail Entitlement Offer; contact your stockbroker, accountant, solicitor and/or other professional adviser; and/or visit the Company's website at https://opthea.com | N/A |
Placement Option Offer
| Topic | Summary | Where to find more information |
| What is the Placement Option Offer? | Participants in the Placement will receive 1 Placement Option for every 3 New Shares issued to that participant under the Placement, free of brokerage or other transaction costs. | Sections 3.1 and 3.2 |
| What is the offer price for the Placement Option Offer? | The Placement Options will be issued for no additional consideration. | Section 3.2 |
| Am I eligible to participate in the Placement Option Offer? | Only participants in the Placement are entitled to participate in the Placement Option Offer. | Section 3.4 |
| Is the Placement Option Offer underwritten? | The Placement Option Offer is not underwritten. | Section 3.7 |
| Can I transfer my entitlement to participate in the Placement Option Offer? | No. You cannot transfer your right to acquire Placement Options under the Placement Option Offer to anyone else. | Section 3.1 |
| How many Placement Options will I Receive if I Participate in the Placement Option Offer? | Participants in the Placement will receive 1 Placement Option for every 3 New Shares received under the Placement. | Sections 3.1 and 3.4 |
| What are the terms of the Placement Options? | Each Placement Option is offered for no additional consideration and is exercisable at a price of $1.00 until the expiry date at 5.00pm (Melbourne time) on 30 June 2026. The Company has applied or will apply for quotation of the Placement Options on the ASX. The full terms of the Placement Options are set out in Section 6.7. | Sections 3.1, 3.2 and 6.7 |
| Topic | Summary | Where to find more information |
| How do I participate in the Placement Option Offer? | If, and to the extent, you successfully participate in the Placement, no action is required from you to take up the Placement Options under the Placement Option Offer. The Placement Options will be issued to you on Wednesday, 17 July 2024. | Section 3.5 |
| When will I receive my Placement Options? | Placement Options are expected to be issued to successful participants in the Placement Option Offer on Wednesday, 17 July 2024. Holding statements are expected to be sent to successful Applicants shortly after the issue of the Placement Options. | Section 3.9 |
| What are the rights and liabilities attaching to the Placement Options? | The rights and liabilities attaching to the Placement Options are set out in Section 6.7. | Section 6.7 |
| How can participants in the Placement Option Offer obtain further information? | If you would like further information you can: phone the Offer Information Line on: 1300 850 505 (within Australia); or +61 3 9415 5000 (outside Australia) between 8.30am and 5.00pm (Melbourne time) Monday to Friday (excluding public holidays) during the Offer Period for the Retail Entitlement Offer; contact your stockbroker, accountant, solicitor and/or other professional adviser; and/or visit the Company's website at https://opthea.com | N/A |
2. DETAILS OF THE ENTITLEMENT OFFER
2.1 The Entitlement Offer
Under this Prospectus, the Company invites each Eligible Shareholder to participate in a pro-rata accelerated non-renounceable entitlement offer of up to approximately 543.3 million New Shares on the basis of 1 New Share for every 1.22 Existing Shares held on the Record Date at an issue price of $0.40 per New Share and 1 New Option for every 3 New Shares issued, for the purpose of raising up to approximately $217.3 million, free of brokerage or other transaction costs.
The Entitlement Offer has two components, namely:
(a) the Institutional Entitlement Offer that is expected to raise up to approximately $162.3 million, being an offer to Eligible Institutional Shareholders; and
(b) the Retail Entitlement Offer that is expected to raise approximately $55.0 million, being an offer to Eligible Retail Shareholders.
The Entitlement Offer is non-renounceable. This means that Eligible Shareholders who do not take up their Entitlements by the relevant Closing Date (for Eligible Retail Shareholders this is 5.00pm (Melbourne time) on Wednesday, 10 July 2024), will not receive any payment or value for those Entitlements, and their proportionate equity interest in the Company will be diluted.