Share Purchase Plan - Letter to Eligible Shareholders
Released
Released
Announcement PDF
Level 1, 3-5 George Street
Leichhardt
NSW 2040
Australia
+61 (0)2 9099 4750
investorqueries@atomodiagnostics.com
18th July 2023
Atomo Diagnostics Limited (ASX: AT1)
Not for release to US wire services or distribution in the United States
Dear Shareholder
As announced on 13 July 2023, Atomo Diagnostics Limited (ACN 142 925 684) (Company) has received
firm commitments of $1.25 million under a placement due to settle on 18 July 2023 (Placement) and plans
to undertake an offer under a Share Purchase Plan (SPP) to raise up to an additional $2.75 million.
On behalf of the Board, I am pleased to offer you the opportunity to subscribe for fully paid ordinary shares
under the SPP.
The Company is offering eligible shareholders the opportunity to apply under the SPP for up to a maximum
of A$30,000 worth of fully paid ordinary shares in the Company (New Shares). Shareholders will be eligible
to participate in the SPP if they have a registered address in Australia, New Zealand or the United Kingdom
as at 7.00pm (AEST) on Wednesday, 12 July 2023 (Eligible Shareholders). Residents of New Zealand and
the United Kingdom will also need to comply with certain requirements set out in the SPP Offer Booklet.
The exact pricing of the SPP is still to be determined, and will be set at the lower of:
$0.036 per New Share, being the price paid under the Placement; and
2.5% discount to the VWAP of shares traded on the ASX during the five trading days up to the
closing date of the SPP (5 Day VWAP), rounded to the nearest half cent,
(the 'SPP Issue Price').
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As the 5 Day VWAP will not be known until the Closing Date, the SPP Issue Price cannot be determined until
the close of the SPP Offer.
The Company has applied to ASX for a waiver of Listing Rule 7.1, to permit the Company to issue New
Shares under the SPP to be conducted in accordance with the ASIC Instrument, without shareholder
approval, with the pricing to be determined as set out above, and on the condition that the number of New
Shares issued under the SPP is not greater than 30% of the number of fully paid ordinary shares already on
issue (ASX Waiver).
In the event that the ASX Waiver is not granted, the Company intends to seek Shareholder approval to issue
the New Shares under the SPP, with such issue to be conditional on receipt of this shareholder approval.
SPP Offer Booklet
An offer document with the terms and conditions for the SPP offer was lodged with the ASX today (SPP
Offer Booklet). A copy of the SPP Offer Booklet which contains information about how to apply under the
Offer is available online at https://events.miraqle.com/at1-offer and on the Company's ASX Market
Announcements Platform at https://www2.asx.com.au/markets/company/at1.
Atomo Diagnostics Limited
ACN 142 925 684
You should carefully read the SPP Offer Booklet in full before making your investment decision, noting that
you will be bound by the terms and conditions in the booklet if you choose to participate.
The Company intends to raise up to $2.75 million under the SPP (before costs and subject to the Company's
discretion to announce changes to this discretionary limit). Please refer to the SPP Offer Booklet for details
as to the application of this discretionary cap and potential scale-back under the SPP.
The offer of New Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest
Purchase Plans) Instrument 2019/547 (ASIC Instrument). The ASIC Instrument grants relief from the
requirement for Atomo to provide a prospectus in relation to the SPP. The ASIC Instrument limits the
maximum amount that a shareholder is able to subscribe for to $30,000 under the SPP or any similar
arrangement in any consecutive 12 month period.
Important Information
The Board urges you to read these terms and conditions carefully and in their entirety before deciding
whether to participate in the SPP.
If you are uncertain whether Shares are a suitable investment for you, you should consult your financial or
other professional adviser. The Board recommends that you obtain your own financial advice in relation to
the SPP and consider price movements of Shares in the Company prior to electing to participate in the SPP.
This letter is to notify you that the SPP Offer is now open and to provide you with instructions as to
how to obtain a copy of the SPP Offer Booklet (which contains the Terms and Conditions of the
SPP and your personalised Application Form
How to apply
Information with respect to applying for Shares under the SPP is outlined on your personalised Share
Purchase Plan Application Form which you can download from the Company’s offer website:
https://events.miraqle.com/at1-offer. If you need to, you can also download a replacement personalised
Application form from the Company’s offer website.
Once you have your personalised Application Form, you can make a payment by BPAY®. To do this, you
must use the unique identifier shown on the Application Form as the customer reference number when
making payment. If you make your payment with BPAY® you do not need to return your Application Form.
You will not be able to withdraw or revoke your application or BPAY® payment once you have submitted it
or made it or change the amount (in dollar terms) applied for.
BPAY® payments must be made from an Australian dollar account of an Australian financial institution.
For New Zealand and United Kingdom shareholders only, that are unable to pay by BPAY®, please contact
the Share Registry on +61 1300 420 208 at any time from 8.30am to 5.00pm (AEST time) Monday to Friday
during the Offer period for alternative electronic funds transfer payment arrangements.
You must ensure that your application and payment is received by 5.00pm (AEST) on Tuesday, 1
August 2023 (Closing Date). Application monies must be paid in Australian currency.
Participation in the SPP
The SPP is available to all Eligible Shareholders to apply for a minimum of $1,000 and a maximum of
A$30,000 worth of Shares, in the increments set out in the Offer Document, at the Issue Price.
Applications for SPP Shares can only be made by Eligible Shareholders and your right to participate in the
SPP is not transferable. Participation is optional and Eligible Shareholders may elect to do nothing. If you
choose to do nothing, you will continue to hold the same number of Shares, however, your interest in the
Company will be diluted.
Atomo Diagnostics Limited
ACN 142 925 684
Key Dates
Event
Record Date for the SPP
Timing (Sydney time)
7.00pm Wednesday, 12 July 2023
Capital raising announced and
trading halt lifted
Thursday, 13 July 2023
SPP Offer opens
Tuesday, 18 July 2023
Settlement of the Placement
Tuesday, 18 July 2023
Allotment of New Shares under the
Placement
Wednesday, 19 July 2023
Commencement of trading of New
Shares under Placement
Thursday, 20 July 2023
SPP closes
Tuesday, 1 August 2023
Announcement of results of SPP
By noon, Tuesday 8 August 2023
Allotment of New Shares under the
SPP
Tuesday, 8 August 2023
Commencement of trading of New
Shares under SPP
Wednesday, 9 August 2023
This timetable is indicative only and subject to change. The Company reserves the right to alter the above
dates at any time, including amending the period for the SPP offer or accepting late applications, either
generally or in particular cases, at its discretion and without notice to you, subject to the ASX Listing Rules,
the Corporations Act 2001 (Cth) and any other applicable rules. The commencement of trading and
quotation of new shares under the Placement and SPP offer is subject to ASX confirmation.
Enquiries
If you have any enquiries in relation to your Application Form or the SPP, please call Link Market Services
Limited on 1300 420 208 (within Australia) or +61 1300 420 208 (outside Australia) between 8:30am to
5:30pm (AEST), Monday to Friday.
Yours faithfully
John Kelly
Managing Director & CEO
Atomo Diagnostics Limited
Disclaimer
The information in this letter does not constitute investment or financial product advice (nor tax, accounting or
legal advice) nor any recommendation to acquire new shares in Atomo. It does not take into account any
individual’s investment objectives, financial situation or particular needs. Before making an investment
decision, prospective investors should consider the appropriateness of the information having regard to their
own objectives, financial situation and needs and seek appropriate advice, including financial, legal,
accounting and taxation advice appropriate to their jurisdiction. Atomo is not licensed to provide financial
product advice in respect of the new shares.
Atomo Diagnostics Limited
ACN 142 925 684
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