SUDA PHARMACEUTICALS LTD ACN 090 987 250
PERTH, AUSTRALIA - 8 October 2015: SUDA LTD (ASX: SUD), a leader in oro-mucosal drug delivery, provides the following update on its 2013 Convertible Notes aggregating to
$1,625,000 ('Notes'), which matured on 30 September 2015.
An aggregate of $500,000 of Notes were redeemed by Noteholders. However, the Company has received commitments from these Noteholders and new investors for a minimum of $500,000 of amended or new convertible notes (on the terms outlined below) which is subject to the execution of formal documentation.
An aggregate of $705,000 of Notes were extended by the Noteholders such that the maturity date is 31 March 2017 with an increase in the coupon from 6% to 8% per annum. The Notes are otherwise extended on their existing terms and conditions (outlined below).
The balance of $420,000 of Notes is held by Directors of the Company. The status of these Notes is subject to regulatory approval as they are related party transactions and the Company will update the market as soon as it has further information in this regard.
The attached Appendix 3B confirms the issue of 1,233,667 shares in relation to conversion of interest component for the 6 months ending 30 September 2015 and in respect of the 5% premium payable on redemption of the Notes.
The key terms of the extended Notes, and new or amended notes proposed to be entered into by investors outlined in (i) above are:
Issue Price: $1.00 per Convertible Note.
Security: General security interest over Suda and its subsidiary Westcoast Surgical and Medical Supplies Pty Ltd.
Conversion: Convertible at $0.03 per share at the Noteholder's election any time after the date that is 6 months after the date the Convertible Notes are issued to the noteholder.
Coupon: 8% paid semi-annually in arrears. At the Noteholder's election, interest is payable in cash or by the issue of fully paid shares in Suda (Interest Shares). If the Noteholder does not make an election to receive its interest in Interest Shares, the interest payment will be made in cash. For this purpose the Interest Shares will be issued at 90% of the VWAP of Suda
shares over the 5 days on which trading occurred prior to the interest payment date.
Maturity: 31 March 2017.
Redemption: If not previously converted at expiry the Convertible Notes will be redeemed at 105% of the face value of the Convertible Notes.
Unlisted: The Convertible Notes will be unlisted.
Reset Option: The conversion price will be adjusted for all future equity issues (where the issue price is less than $0.03 per share), return of capital or capital consolidation.
Transfers: The Noteholder must not within 12 months of the date of issue of the Convertible Notes, transfer any of the Convertible Notes without the prior written approval of Suda.
Mr Stephen J Carter, SUDA's CEO and Managing Director, commented: 'I am pleased that the holders of our Convertible Notes have continued to support the Company and I welcome our new investors. We look forward to achieving some value-adding milestones over the next few months that are expected to add value to share price and a return for shareholders and noteholders alike.'
Further information: STEPHEN CARTER
CHIEF EXECUTIVE OFFICER / MANAGING DIRECTOR SUDA LTD
Tel: +61 8 6142 5555
sjcarter@sudaltd.com.au
NOTES TO EDITORS:
About SUDA LTD
SUDA LTD (ASX: SUD) is a drug delivery company focused on oro-mucosal administration, headquartered in Perth, Western Australia. The Company is developing low-risk oral sprays using novel formulations of existing off-patent pharmaceuticals. The many potential benefits of administering drugs through the oral mucosa (ie: cheeks, tongue, gums and palate) include ease of use, lower dosage, reduced side effects and faster response time. SUDA's product pipeline includes ZolpiMist®, a first-in-class oral spray of zolpidem for insomnia. ZolpiMist® is marketed in the USA and SUDA has rights to the product outside of the Americas and South Africa. SUDA's most advanced development-stage product, ArTiMist™, is a novel sublingual malaria treatment for children. In a Phase III trial, ArTiMist™ was shown to be superior to intravenous quinine. Other products in development include oral sprays for the treatment of migraine headache, chemotherapy-induced nausea and vomiting, erectile dysfunction and pre-procedural anxiety. For more information, visit www.sudaltd.com.au
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12
Name of entity |
Suda Ltd |
ABN |
35 090 987 250 |
We (the entity) give ASX the following information.
You must complete the relevant sections (attach sheets if there is not enough space).
1 | +Class of +securities issued or to be issued | Ordinary fully paid shares (Ordinary Shares) |
2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued | 1,233,667 Ordinary shares |
3 | Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) | Ordinary Shares will rank pari passu with existing Ordinary Shares. |
ASX Announcement No. 793 9 October 2015
01/08/2012 Appendix 3B Page 1
017-8081-8780/1/AUSTRALIA
4 | Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state:
| Ordinary Shares will rank pari passu with existing Ordinary Shares. |
5 | Issue price or consideration | $0.025 per Ordinary Share |
6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | On conversion of the interest component (for the six months ending 30 September 2015) and the premium payable on redemption on the 2013 convertible notes |
6a | Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i | No |
6b | The date the security holder resolution under rule 7.1A was passed | Not applicable |
6c | Number of +securities issued without security holder approval under rule 7.1 | Not applicable |
6d | Number of +securities issued with security holder approval under rule 7.1A | Not applicable |
ASX Announcement No. 793 9 October 2015
01/08/2012 Appendix 3B Page 2
6e | Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) | Not applicable | |
6f | Number of securities issued under an exception in rule 7.2 | Not applicable | |
6g | If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. | Not applicable | |
6h | If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements | Not applicable | |
6i | Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements | Not applicable | |
7 | Dates of entering +securities into uncertificated holdings or despatch of certificates | 7 October 2015 | |
Number | +Class | ||
8 | Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) | 1,140,584,134 | Ordinary Shares |
ASX Announcement No. 793 9 October 2015
01/08/2012 Appendix 3B Page 3
017-8081-8780/1/AUSTRALIA
Number | +Class |
10,000,000 5,000,000 6,782,051 4,750,000 705,000 420,000 | Unlisted Options (31/12/2015; 5 cents) Unlisted Options (11/05/2017; 7.2 cents) Performance Rights (11/05/2017) Performance Rights (27/11/2017) Secured Convertible Notes maturing 31 March 2017 Secured Convertible Notes maturing 30 September 2015 for related parties |
Number and +class of all
+securities not quoted on ASX (including the securities in section 2 if applicable)
Not applicable
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue11
Is security holder approval required?
Not applicable
12
Is the issue renounceable or non- renounceable?
Not applicable
13
Ratio in which the +securities will be offered
Not applicable
14
+Class of +securities to which the offer relates
Not applicable
15
+Record date to determine entitlements
Not applicable
16
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
Not applicable
17
Policy for deciding entitlements in relation to fractions
Not applicable
ASX Announcement No. 793 9 October 2015
01/08/2012 Appendix 3B Page 4
18
Names of countries in which the entity has +security holders who will not be sent new issue documents
Note: Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7.
Not applicable
19
Closing date for receipt of acceptances or renunciations
Not applicable
20
Names of any underwriters
Not applicable
21
Amount of any underwriting fee or commission
Not applicable
22
Names of any brokers to the issue
Not applicable
23
Fee or commission payable to the broker to the issue
Not applicable
24
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders
Not applicable
25
If the issue is contingent on
+security holders' approval, the date of the meeting
Not applicable
26
Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
Not applicable
27
If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
Not applicable
28
Date rights trading will begin (if applicable)
Not applicable
29
Date rights trading will end (if applicable)
Not applicable
ASX Announcement No. 793 9 October 2015
01/08/2012 Appendix 3B Page 5
017-8081-8780/1/AUSTRALIA
30
How do +security holders sell their entitlements in full through a broker?
Not applicable
31
How do +security holders sell part of their entitlements through a broker and accept for the balance?
Not applicable
32
How do +security holders dispose of their entitlements (except by sale through a broker)?
Not applicable
33
+Despatch date
Not applicable
Part 3 - Quotation of securitiesYou need only complete this section if you are applying for quotation of securities
34
Type of securities (tick one)
(a)
Securities described in Part 1
(b)
All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Tick to indicate you are providing the information or documents
35
If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
36
If the +securities are +equity securities, a distribution schedule of the additional
+securities setting out the number of holders in the categories 1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37
A copy of any trust deed for the additional +securities
Additional securities forming a new class of securities
ASX Announcement No. 793 9 October 2015
01/08/2012 Appendix 3B Page 6
Entities that have ticked box 34(b)
Not applicable
Number of securities for which
+quotation is sought
Not applicable
Class of +securities for which quotation is sought
Not applicable
Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state:
the date from which they do
the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
Not applicable
Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another security, clearly identify that other security)
Number
+Class
Not applicable
Number and +class of all
We warrant the following to ASX.
The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
There is no reason why those +securities should not be granted
+quotation.
An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
If we are a trust, we warrant that no person has the right to return the
+securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before
Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2
Number of fully paid ordinary securities issued in that 12 month period with shareholder approval
Number of partly paid ordinary securities that became fully paid in that 12 month period
Include only ordinary securities here - other classes of equity securities cannot be added
Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
It may be useful to set out issues of securities on different dates as separate line items
Under an exception in rule 7.2
Under rule 7.1A
With security holder approval under rule
This applies to equity securities, unless specifically excluded - not just ordinary securities
Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed
It may be useful to set out issues of securities on different dates as separate line items
+securities quoted on ASX (including the securities in clause 38)
ASX Announcement No. 793 9 October 2015
01/08/2012 Appendix 3B Page 7
017-8081-8780/1/AUSTRALIA
Quotation agreement
1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: ........................................... Date: 9 October 2015.
(Managing Director) Print name: .....Stephen Carter...........
== == == == ==
ASX Announcement No. 793 9 October 2015
01/08/2012 Appendix 3B Page 8
Appendix 3B - Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entitiesIntroduced 01/08/12
Rule 7.1 - Issues exceeding 15% of capital | |
Step 1: Calculate 'A', the base figure from which the placement capacity is calculated | |
Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue | 981,536,170 |
Add the following: Note: | 8,349,700 Nil Nil |
Subtract the number of fully paid ordinary securities cancelled during that 12 month period | Nil |
'A' | 989,885,870 |
ASX Announcement No. 793 9 October 2015
01/08/2012 Appendix 3B Page 9
017-8081-8780/1/AUSTRALIA
Step 2: Calculate 15% of 'A' | |
'B' | 0.15 [Note: this value cannot be changed] |
Multiply 'A' by 0.15 | 148,482,881 |
Step 3: Calculate 'C', the amount of placement capacity under rule 7.1 that has already been used | |
Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: 7.1 or rule 7.4 Note: | |
'C' | 148,198,264 |
Step 4: Subtract 'C' from ['A' x 'B'] to calculate remaining placement capacity under rule 7.1 | |
'A' x 0.15 Note: number must be same as shown in Step 2 | 148,482,881 |
Subtract 'C' Note: number must be same as shown in Step 3 | 148,198,264 |
Total ['A' x 0.15] - 'C' | 284,617 [Note: this is the remaining placement capacity under rule 7.1] |
ASX Announcement No. 793 9 October 2015
01/08/2012 Appendix 3B Page 10
|
distributed by
|
