Sydney, Australia 4 April 2024
Clarity Pharmaceuticals (ASX: CU6) (“Clarity”, “the Company”) announced on Tuesday, 26 March 2024, a fully underwritten pro rata accelerated non-renounceable entitlement offer (“Entitlement Offer”) to eligible shareholders to subscribe for one (1) new fully paid ordinary Clarity share (“New Share”) for every thirty three (33) existing fully paid ordinary Clarity shares (“Existing Shares”) held as at 7:00pm (Sydney, Australia time) on Thursday, 28 March 2024 (“Record Date”) at an issue price of $2.55 per New Share (“Offer Price”) to raise up to approximately $20 million (before costs).
The Entitlement Offer comprises an institutional entitlement offer (“Institutional Entitlement Offer”) and an offer to Eligible Retail Shareholders (as defined below) to participate on the same terms (“Retail Entitlement Offer”). Concurrently with the Entitlement Offer, Clarity also announced a fully underwritten placement to institutional investors at the Offer Price per New Share to raise approximately $101 million (before costs) (“Placement”).
The Company today announces the despatch of the retail offer booklet for the Retail Entitlement Offer (“Retail Offer Booklet”) and accompanying personalised Entitlement and Acceptance Form.
The Retail Entitlement Offer opened today (being Thursday, 4 April 2024) and is scheduled to close at 5.00pm (Sydney, Australia time) on Friday, 19 April 2024 (“Retail Entitlement Offer Period”).
The Retail Entitlement Offer is expected to raise up to approximately $11 million (before costs) and is made at the same offer price (i.e. $2.55) and offer ratio (i.e. 1:33) as the Institutional Entitlement Offer, which closed on Tuesday, 26 March 2024.
Eligible Retail Shareholders (as defined below) should read the Retail Offer Booklet and accompanying personalised Entitlement and Acceptance Form in their entirety and consult with their stockbroker, solicitor, accountant or other professional adviser before making any investment decision.
WHO IS AN ELIGIBLE RETAIL SHAREHOLDER?
The Retail Entitlement Offer is available only to Eligible Retail Shareholders. An Eligible Retail Shareholder is a person who:
- is registered as the holder of Existing Shares at the Record Date; and
- has a registered address on the Clarity register of members which is in Australia or New Zealand; and
- is not in the United States nor acting for the account or benefit of a person in the United States (to the extent such person holds Existing Shares for the account or benefit of such person in the United States); and
- was not invited to participate in the Institutional Entitlement Offer and was not treated as an ineligible institutional shareholder under the Institutional Entitlement Offer (other than as nominee or custodian, in each case in respect of other underlying holdings); and
- is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer (without any requirement for a prospectus or offer document to be lodged or registered).
RECEIVING THE RETAIL ENTITLEMENT OFFER MATERIALS
Those Eligible Retail Shareholders that have not elected to receive communications electronically will receive a hard copy of the Retail Entitlement Offer letter, together with the Retail Offer Booklet and a personalised Entitlement and Acceptance Form in the post.
Those Eligible Retail Shareholders that have elected to receive communications electronically will receive an email containing the Retail Entitlement Offer letter, together with links to access the Retail Offer Booklet and a personalised Entitlement and Acceptance Form electronically.
All Eligible Retail Shareholders may also access a copy of the Retail Offer Booklet and a personalised Entitlement and Acceptance Form at https://events.miraqle.com/cu6-offer.
SHAREHOLDER ENQUIRIES
Eligible Retail Shareholders who have questions relating to the Retail Entitlement Offer should call Clarity’s share registry, Link Market Services Limited, on 1300 494 861 (within Australia) or + 61 1300 494 861 (from outside Australia) from 8.30am to 5.30pm (Sydney, Australia time) Monday to Friday during the Retail Entitlement Offer Period.
Further information in relation to the Placement and the Entitlement Offer is set out in an investor presentation which Clarity filed with the ASX on Tuesday, 26 March 2024. A copy of the investor presentation is also included in the Retail Offer Booklet. The investor presentation contains important information including key risks and assumptions.
ADDITIONAL INFORMATION
This announcement has been authorised and approved by the Board of Clarity for lodgement with ASX.
All amounts are in Australian dollars unless otherwise indicated.
On behalf of the board of Clarity Pharmaceuticals Ltd
Media Contacts
Clarity Pharmaceuticals
Dr Alan Taylor
Executive Chairperson
+61 (0)413 871 165
ataylor@claritypharm.com
Citadel-MAGNUS
Catherine Strong
Investor/Media Relations
+61 (0)406 759 268
cstrong@citadelmagnus.com
About Clarity Pharmaceuticals
Clarity is a clinical stage radiopharmaceutical company focused on the treatment of serious disease. The Company is a leader in innovative radiopharmaceuticals, developing targeted copper theranostics based on its SAR Technology Platform for the treatment of cancer in children and adults.
IMPORTANT NOTICES
Forward looking statements
This announcement contains certain “forward-looking statements”. The words “expect”, “anticipate”, “estimate”, “intend”, “believe”, “guidance”, “should”, “could”, “may”, “will”, “predict”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties and other factors that are beyond the control of Clarity, its directors and management. This includes statements about market and industry trends, which are based on interpretations of current market conditions.
Not an offer in the United States
This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction where it would be illegal. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. Persons who come into possession of this announcement should observe any such restrictions as any non-compliance could contravene applicable securities laws.
The information in this announcement is of general background and does not purport to be complete. It should be read in conjunction with Clarity’s other periodic and continuous disclosure announcements lodged with ASX Limited, which are available at www.asx.com.au
General
This announcement is subject to the same “Disclaimers” that appear on slides 2-5 (inclusive) of the investor presentation released to the ASX on 26 March 2024 with any necessary contextual changes.
Own enquiries
Investors should make and rely upon their own enquiries before deciding to acquire or deal in Clarity securities.
