Welcome!

News Feed Item

Genetic Technologies Announces Financing and Intended Use of Proceeds

MELBOURNE, AUSTRALIA -- (Marketwired) -- 08/01/13 -- Genetic Technologies Limited (ASX: GTG) (NASDAQ: GENE)

  • Finalised private placement of shares to domestic and overseas institutional and sophisticated investors raising AUD 2,200,000

  • Proposed Share Purchase Plan ("SPP") to eligible shareholders to raise up to AUD 3,000,000

  • Proposed issue of Redeemable Convertible Notes to an institutional investor to raise USD 5,000,000

  • Commercial roll-out of BREVAGen™, the Company's flagship breast cancer risk test, demonstrating growing traction in large U.S. women's health market

  • Combined fund raising, once complete, expected to provide the Company with resources sufficient to achieve its commercial goals in the U.S.

Molecular diagnostics company Genetic Technologies Limited (ASX: GTG) (NASDAQ: GENE) today announced a private placement of ordinary shares to domestic and overseas institutional and sophisticated investors to raise AUD 2,200,000.

The Company also plans to raise up to an additional AUD 3,000,000 via a share purchase plan ("SPP") to eligible shareholders, and has executed a term sheet providing for the issuance of Redeemable Convertible Notes ("Notes") to an institutional investor, Ironridge Global IV, Ltd. ("Ironridge"), which, when completed, is expected to raise a further USD 5,000,000.

Lodge Corporate Pty. Ltd. acted as Lead Manager on the fund raising with Ladenburg Thalmann & Co. Inc. acting as placement agent on the Notes, which in aggregate will raise up to AUD 10,600,000 (excluding offer costs). Proceeds from the combined fund raising, together with existing cash, will be applied to:

  • expansion of U.S. distribution for the Company's lead breast cancer test, BREVAGen™;

  • completion of additional studies to add new ethnicities (Hispanic and African American) and to expand the addressable market for BREVAGen™;

  • the increase of market awareness for BREVAGen™ through broader and more active key opinion leader and speaker programs;

  • investment to further improve reimbursement performance; and

  • general working capital.

The shares to be offered under the private placement ("Placement") and the SPP will be issued at a price of AUD 0.072 per share, representing a 15.3% discount to the last close price (AUD 0.085) prior to the trading halt on 29 July 2013 (AEST), and a 19.1% discount to the 30-day VWAP (AUD 0.089). The Notes to be issued to Ironridge will be convertible into new NASDAQ-traded American Depository Receipts ("ADRs") at a fixed issue price of USD 3.00 per ADR, representing a 26.1% premium to the last closing pricing of of the ADRs on NASDAQ (USD 2.38) prior to the trading halt.

The combined fund raising will be conducted in three tranches, namely:

1. Private Placement - AUD 2,200,000

The placement of 30,555,556 new shares at an issue price of AUD 0.072 per share to raise AUD 2,200,000 will be conducted under the Company's current 15% placement capacity in accordance with ASX Listing Rule 7.1 and accordingly shareholder approval for the private placement is not required. The new shares will rank equally with existing shares and settlement under the Placement is expected to occur on 8 August 2013 (AEST). The Placement shares are expected to be allotted and quoted on the Australian Securities Exchange ("ASX") within one business day of settlement.

2. Share Purchase Plan - AUD 3,000,000

The Company intends to offer a Share Purchase Plan ("SPP" or "Plan") to eligible shareholders to raise up to a further AUD 3,000,000 on the same terms as the Placement, i.e. at an issue price of AUD 0.072 per share, subject to a waiver being received from the ASX which the Company expects to be granted shortly.

The record date for eligible shareholders to participate in the proposed SPP will be 29 July 2013 (the "Record Date"). Eligible shareholders with a registered address in either Australia or New Zealand will be offered the right to take up to AUD 7,500 worth of fully paid ordinary shares in the Company ("SPP Shares"). Participation in the SPP is optional and available irrespective of the number of shares an Eligible Member currently holds in the Company.

The SPP documents are expected to be despatched to shareholders within 14 days of the Record Date. The SPP offer to eligible shareholders will be non-renounceable and entitlements will not be tradable on the ASX or otherwise transferable. Further details concerning the SPP, including the proposed timetable for the SPP, will be the subject of further ASX announcements in due course.

3. Redeemable Convertible Notes Issue - USD 5,000,000

The Company has executed a term sheet dated 26 July 2013 setting the terms and conditions pursuant to which the Company will issue convertible notes to Ironridge to raise USD 5,000,000. The issue of the Notes will be subject to shareholder approval which the Company will seek at a General Meeting scheduled for September 2013 (details of which will be released to the ASX at the appropriate time). The issue is also subject to the completion of certain US regulatory requirements which the Company anticipates will be finalised before the end of October 2013.

The proposed Notes will be convertible into new ADRs (as traded on NASDAQ under the ticker: GENE) at a fixed issue price of USD 3.00 per ADR. Ironridge will have an option to subscribe for an additional USD 5,000,000 of Notes on the same terms, but convertible into ADRs at a fixed issue price of USD 4.00 per ADR, at any time within a six-month period of the date of the definitive documents being executed (known as a "Greenshoe option").

The broad terms of the proposed Notes are as follows:

(a) The Notes will be convertible into ADRs at a fixed issue price of USD 3.00 per ADR, and at USD 4.00 per ADR under the Greenshoe option;

(b) Interest on the Notes will be calculated at an annual rate of 7.5% per annum, which is adjustable in accordance with certain share market price changes, and will accrue until either the conversion or redemption of the Notes;

(c) The Notes do not have a fixed expiry date and may be redeemed for cash by the Company at any time, or converted into ADRs by the Purchaser or (subject to certain conditions) into ADRs by the Company;

(d) The issue and subscription for the Notes is subject to various conditions precedent including the receipt of shareholder approval, registration of the ADRs and ensuring there are sufficient ADRs available for the conversion of the Notes, delivery of certain opinion letters and additional customary equity funding conditions; and

(e) The Noteholder does not have any right to vote at shareholder meetings.

Commenting on the combined fund raising, GTG Chief Executive Officer, Ms. Alison Mew said: "The additional funding, combined with our existing cash reserves and building recurring income streams, should provide the platform to create a vital and sustainable global molecular diagnostics company."

Genetic Technologies confirms that, with the release of this announcement, the Company is in full compliance with its continuous disclosure obligations.

About Genetic Technologies Limited
Genetic Technologies was an early pioneer in recognizing important new applications for "non-coding" DNA (Deoxyribonucleic Acid). The Company has since been granted patents in 24 countries around the world, securing intellectual property rights for particular uses of non-coding DNA in genetic analysis and gene mapping across all genes in all species. Its business strategy is the global commercialization of its patents through an active out-licensing program and the global expansion of its oncology and cancer management diagnostics portfolio. Genetic Technologies is an ASX and NASDAQ listed company with operations in the USA and Australia. For more information, please visit www.gtglabs.com.

Safe Harbor Statement
Any statements in this press release that relate to the Company's expectations are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act. The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees. Since this information may involve risks and uncertainties and are subject to change at any time, the Company's actual results may differ materially from expected results. Additional risks associated with Genetic Technologies' business can be found in its periodic filings with the SEC.

FOR FURTHER INFORMATION PLEASE CONTACT
Ms. Alison J. Mew
Chief Executive Officer
Genetic Technologies Limited
Phone: +61 3 8412 7000

Laura Forman (USA)
Blueprint Life Science Group
+1 (415) 375 3340, Ext. 103

Genetic Technologies Limited
Website
: www.gtglabs.com
Email: info@gtglabs.com
ABN 17 009 212 328

Registered Office
60-66 Hanover Street Fitzroy Victoria 3065 Australia

Postal Address
P.O. Box 115 Fitzroy Victoria 3065 Australia

Phone +61 3 8412 7000
Fax +61 3 8412 7040

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
"When we talk about cloud without compromise what we're talking about is that when people think about 'I need the flexibility of the cloud' - it's the ability to create applications and run them in a cloud environment that's far more flexible,” explained Matthew Finnie, CTO of Interoute, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
While DevOps most critically and famously fosters collaboration, communication, and integration through cultural change, culture is more of an output than an input. In order to actively drive cultural evolution, organizations must make substantial organizational and process changes, and adopt new technologies, to encourage a DevOps culture. Moderated by Andi Mann, panelists discussed how to balance these three pillars of DevOps, where to focus attention (and resources), where organizations might...
The Internet giants are fully embracing AI. All the services they offer to their customers are aimed at drawing a map of the world with the data they get. The AIs from these companies are used to build disruptive approaches that cannot be used by established enterprises, which are threatened by these disruptions. However, most leaders underestimate the effect this will have on their businesses. In his session at 21st Cloud Expo, Rene Buest, Director Market Research & Technology Evangelism at Ara...
No hype cycles or predictions of zillions of things here. IoT is big. You get it. You know your business and have great ideas for a business transformation strategy. What comes next? Time to make it happen. In his session at @ThingsExpo, Jay Mason, Associate Partner at M&S Consulting, presented a step-by-step plan to develop your technology implementation strategy. He discussed the evaluation of communication standards and IoT messaging protocols, data analytics considerations, edge-to-cloud tec...
New competitors, disruptive technologies, and growing expectations are pushing every business to both adopt and deliver new digital services. This ‘Digital Transformation’ demands rapid delivery and continuous iteration of new competitive services via multiple channels, which in turn demands new service delivery techniques – including DevOps. In this power panel at @DevOpsSummit 20th Cloud Expo, moderated by DevOps Conference Co-Chair Andi Mann, panelists examined how DevOps helps to meet the de...
When growing capacity and power in the data center, the architectural trade-offs between server scale-up vs. scale-out continue to be debated. Both approaches are valid: scale-out adds multiple, smaller servers running in a distributed computing model, while scale-up adds fewer, more powerful servers that are capable of running larger workloads. It’s worth noting that there are additional, unique advantages that scale-up architectures offer. One big advantage is large memory and compute capacity...
In the world of DevOps there are ‘known good practices’ – aka ‘patterns’ – and ‘known bad practices’ – aka ‘anti-patterns.' Many of these patterns and anti-patterns have been developed from real world experience, especially by the early adopters of DevOps theory; but many are more feasible in theory than in practice, especially for more recent entrants to the DevOps scene. In this power panel at @DevOpsSummit at 18th Cloud Expo, moderated by DevOps Conference Chair Andi Mann, panelists discussed...
After more than five years of DevOps, definitions are evolving, boundaries are expanding, ‘unicorns’ are no longer rare, enterprises are on board, and pundits are moving on. Can we now look at an evolution of DevOps? Should we? Is the foundation of DevOps ‘done’, or is there still too much left to do? What is mature, and what is still missing? What does the next 5 years of DevOps look like? In this Power Panel at DevOps Summit, moderated by DevOps Summit Conference Chair Andi Mann, panelists loo...
"Loom is applying artificial intelligence and machine learning into the entire log analysis process, from start to finish and at the end you will get a human touch,” explained Sabo Taylor Diab, Vice President, Marketing at Loom Systems, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
A look across the tech landscape at the disruptive technologies that are increasing in prominence and speculate as to which will be most impactful for communications – namely, AI and Cloud Computing. In his session at 20th Cloud Expo, Curtis Peterson, VP of Operations at RingCentral, highlighted the current challenges of these transformative technologies and shared strategies for preparing your organization for these changes. This “view from the top” outlined the latest trends and developments i...
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend 21st Cloud Expo October 31 - November 2, 2017, at the Santa Clara Convention Center, CA, and June 12-14, 2018, at the Javits Center in New York City, NY, and learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
@DevOpsSummit at Cloud Expo taking place Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center, Santa Clara, CA, is co-located with the 21st International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is ...
The financial services market is one of the most data-driven industries in the world, yet it’s bogged down by legacy CPU technologies that simply can’t keep up with the task of querying and visualizing billions of records. In his session at 20th Cloud Expo, Karthik Lalithraj, a Principal Solutions Architect at Kinetica, discussed how the advent of advanced in-database analytics on the GPU makes it possible to run sophisticated data science workloads on the same database that is housing the rich...
What's the role of an IT self-service portal when you get to continuous delivery and Infrastructure as Code? This general session showed how to create the continuous delivery culture and eight accelerators for leading the change. Don Demcsak is a DevOps and Cloud Native Modernization Principal for Dell EMC based out of New Jersey. He is a former, long time, Microsoft Most Valuable Professional, specializing in building and architecting Application Delivery Pipelines for hybrid legacy, and cloud ...
Amazon started as an online bookseller 20 years ago. Since then, it has evolved into a technology juggernaut that has disrupted multiple markets and industries and touches many aspects of our lives. It is a relentless technology and business model innovator driving disruption throughout numerous ecosystems. Amazon’s AWS revenues alone are approaching $16B a year making it one of the largest IT companies in the world. With dominant offerings in Cloud, IoT, eCommerce, Big Data, AI, Digital Assista...