US Strategic Investors Commit A$3.5 Million to Drive Global Business Growth
Underwritten Rights Issue to raise an additional A$4.05 million
MELBOURNE, Australia -- November 19, 2013
Medical technology company Cogstate Limited (ASX:CGS) (Cogstate or the
Company) has today announced a Private Placement (Placement) to two US
investors to raise approximately A$3.5 million to drive business growth.
Cogstate has also announced a fully underwritten non-renounceable rights issue
(Rights Issue) to raise an additional A$4.05 million.
The issue price under the Placement and the Rights Issue will be A$0.37 per
share, which represents a 17% discount to the closing price of Cogstate shares
at 15 November 2013 and a 20% discount to the 20 day volume weighted average
share price. The shares issued under the Placement will be issued under the
Company’s 15% placement capacity under ASX Listing Rule 7.1.
The Placement will comprise:
*a Placement of 8,108,108 ordinary shares (for an aggregate issue price of
$3 million) to Dagmar Dolby (as trustee of the Dagmar Dolby Trust) (Dolby
Trust). The Dolby Trust is an entity that is associated with the Dolby
Family. The late Ray Dolby was an American engineer and inventor of the
noise reduction system known as Dolby NR and founder of Dolby
Laboratories, Inc (NYSE: DLB); and
*a Placement of 1,256,757 ordinary shares (for an aggregate issue price of
$465,000) to US philanthropist Douglas Rosenberg (as trustee of the
Douglas Rosenberg 2008 Revocable Trust).
The Dolby family and Douglas Rosenberg are deeply committed to both business
investments and philanthropy to accelerate drug discovery and development, and
tools for early diagnosis for Alzheimer's disease. This commitment extends to
involvement in The Global CEO Initiative (CEOi) on Alzheimer’s Disease and the
AD#1 project which brings together key industry, academic, government, and
patient stakeholders to build on the current National Institutes of Health
(NIH) milestones designed to achieve a means of prevention and effective
treatment of Alzheimer’s by 2025.
David Dolby, a member of the Dolby family, will join the Cogstate Board as a
Non Executive Director.
David represents the Dolby Family Trust on a number of technology, scientific
research, and consumer products investments focusing on innovation and
commercialising intellectual property. David has been a member of the Board of
Directors and a member of the Technology Strategy Committee of Dolby
Laboratories since 2011, and previously served as Manager, Strategic
Partnerships. In this role, David was responsible for managing strategic
partnerships and technology standards.
David serves as chair of the Audit committee for the Ray and Dagmar Dolby
Family Fund, focusing on philanthropic grants as well as mission driven impact
investments in medical research and advocacy.
David’s experience also includes roles at Kaleidescape, Inc., a company
focused on high-performance music and movie server systems, and NetVMG, which
developed route control software. Previously, David was an investment banking
analyst focused on technology with Perseus Group (now GCA Savvian). David
holds a BSE in Civil Engineering from Duke University, and an MBA from the
Stanford Graduate School of Business.
The Company expects that both investors will be eligible to participate in the
Fully Underwritten Non Renounceable Rights Issue
Cogstate is proposing a non-renounceable Rights Issue under which its
shareholders in Australia and New Zealand and certain eligible shareholders in
the United States (Eligible Shareholders) will be offered one ordinary share
in the Company (New Share) for every eight ordinary shares held in the Company
at 5.00 pm (AEDST) on Thursday, 28 November 2013, (the Record Date), at an
issue price of $0.37. The Rights Issue is fully underwritten by Taylor
The Rights Issue is proposed to be conducted on a pro rata basis and has been
designed to provide all Eligible Shareholders the opportunity to subscribe for
further shares in the Company. It ensures all Eligible Shareholders are
treated equally and is non-dilutive to the extent that all Eligible
Shareholders are given the opportunity to participate.
The Dolby Trust will act as 100% sub-underwriter of the Rights Issue. A
sub-underwriting fee of 4,379,241 options over ordinary shares of Cogstate
will be payable under the sub-underwriting agreement. The options will have an
exercise price of $0.39 and an exercise period of one year and can be
exercised at any time during that year. If exercised, the options would result
in the payment of a further $1.7 million by the Dolby Trust to Cogstate.
Cogstate chairman Mr Martyn Myer has also confirmed that he and his associated
family interests (who currently hold 14,741,815 Ordinary Shares in Cogstate
Ltd, which equates to approximately 17% of total issued shares following the
placement announced today) will take up 100% of their entitlements under the
Mr Brad O’Connor, Chief Executive Offer said: “The capital raised from these
transactions will allow Cogstate to accelerate the expansion of COGNIGRAM™
beyond the Canadian market where it is currently being offered to GPs at the
point of care via our partner Merck Canada.”
“We are pleased to attract high calibre international investors who recognise
the substantial opportunity in Cogstate as an investment but also understand
firsthand the impact of dementia. David brings to the board strong business
acumen and substantial technology innovation, commercialisation and new market
Use of Funds
The $7.6m proceeds from the underwritten Rights Issue and Placement will be
*Ready COGNIGRAM for launch beyond the Canadian market including:
*Seeking USA and European regulatory clearance;
*Pursuing comparative studies demonstrating the superiority of
COGNIGRAM™ over existing tools available to primary care physicians;
*Recruiting a commercial team to drive these opportunities; and
*Identifying potential business opportunities and partners.
*Explore commercial opportunities for expanded use of Cogstate’s concussion
management technologies in primary care medicine through association with
major sporting organisations.
*Pursue commercialisation opportunities for Cogstate’s unique dataset of
cognitive indicators and information. Cogstate has developed a vast and
unique dataset of cognitive indicators that can potentially be used to
better understand the risk of activities involving cognition within
demographic and geographic populations that could be used by third parties
in informing public policy, regulatory, health economics and
pharmaceutical commercialisation decisions.
*Other working capital requirements.
The proposed timetable for the Rights Issue is as follows:
Announcement of Placement and Rights Issue, Tuesday 19^th November,
lodgement of Appendix 3B and s708AA notice. 2013
Friday 22^nd November, 2013
Existing shares quoted on an ex-entitlement
Completion of Placement Friday 22^nd November, 2013
Record date to determine entitlement to new Thursday 28^th November,
shares under the Rights Issue 2013
Dispatch of Rights Issue offer document and Tuesday 3^rd December, 2013
personalised Entitlement and Acceptance Form
Closing date for Rights Issue 5pm, Wednesday 18^th
Securities quoted on a deferred settlement Thursday 19^th December,
Allotment and issue of new shares Monday 23^rd December, 2013
Trading of shares expected to commence on ASX Friday 27^th December,
The offer booklet and personalised entitlement and acceptance form for the
Rights Issue is expected to be lodged with the ASX and dispatched to all
Eligible Shareholders on or about 3^rd December 2013.
Rebecca Wilson, +61-417-382-391
Lauren Glaser, +1-646-378-2972
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