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8-K - FORM 8-K - Unilife Corp | c10504e8vk.htm |
EX-10.2 - EXHIBIT 10.2 - Unilife Corp | c10504exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - Unilife Corp | c10504exv10w1.htm |
Exhibit 99.1
Unilife Receives SPP Applications Exceeding A$12.8 Million
SPP oversubscribed all participating shareholders to receive their full application
LEWISBERRY, Pa., Dec. 31, 2010 /PRNewswire/ Unilife Corporation (Unilife or
Company) (Nasdaq: UNIS; ASX: UNS) announced today that its 2010 Share Purchase Plan
(SPP), which closed on Wednesday, 22 December 2010, was significantly
oversubscribed. The Company has received applications for approximately 15.1 million
new CHESS Depositary Interests (CDIs) at an issue price of A$0.85 (each CDI
representing an interest in one sixth of a share of the Companys common stock) with
a value of approximately A$12.8 million.
As announced on 7 December 2010, Unilife offered eligible shareholders with a
registered address in Australia or New Zealand the opportunity to subscribe for up
to A$15,000 worth of CDIs under the SPP. As a result of the overwhelming demand for
CDIs under the SPP, and to ensure all shareholders that applied under the SPP have
the ability to participate, the Unilife Board has subsequently authorised an
increase in the number of CDIs to be issued under the SPP.
Initially, up to 8,235,294 CDIs were to be issued to raise up to A$7 million as
disclosed in the Companys 2010 SPP documentation. Due to strong demand amongst
eligible shareholders, 15,058,920 CDIs will now be issued to raise approximately
A$12.8 million before costs.
Unilife intends to use the proceeds raised from the SPP for the purchase of
additional capital equipment, for general operations including moving forward with
the development of additional pipeline products and supporting the 2011 transition
of Unilife into a commercial manufacturer and supplier of its proprietary medical
devices to pharmaceutical and healthcare companies.
Comment from Unilife Chief Executive Officer, Mr Alan Shortall
The Board and I are very pleased by the overwhelming support displayed by eligible
shareholders applying for CDIs in the SPP. We received applications from Unilifes
Australian and New Zealand shareholders for over 180% of the money that we targeted
to raise. It is clear that shareholders recognize that Unilife has in recent years
built a strong track record for delivering upon its key business milestones. I
believe many shareholders now share our confidence in the robust commercial position
of Unilife as we prepare to commence production of the Unifill® syringe, and build
relationships with a number of major pharmaceutical companies.
The Board very much appreciates the on-going support from shareholders of the
Company and its management through these applications. As we wish to accommodate the
shareholders to the greatest extent possible, we have decided to allot CDIs in
respect of all applications received. On behalf of the Board, I would like to
express our sincere thanks to all of our shareholders for their trust and support.
Timing and allotment
Allotment of CDIs under the SPP will occur on 31 December 2010. Applicants will be
advised of their final allocations when holding statements in respect of the SPP
CDIs are despatched, which is expected to occur on 5 January 2011. It is the
responsibility of shareholders to confirm the number of CDIs allotted to them under
the SPP prior to trading in those CDIs. Shareholders who sell SPP CDIs before they
receive their holding statements do so at their own risk.
Restrictions on resale of CDIs into the U.S.
The SPP was made available to qualifying investors in reliance on the exemption from
registration contained in Regulation S of the United States Securities Act of 1933
(US Securities Act) for offers of securities which are made outside the U.S. This
means that a registration statement (similar to an Australian prospectus) is not
required to be prepared with respect to the SPP.
However, in order to comply with the requirements of Regulation S, investors may not
re-sell SPP CDIs into the U.S. or to a U.S. person for a period of six months after
the date of issue of the securities unless the re-sale of the securities is
registered under the U.S. Securities Act or an exemption is available.
Accordingly, in order to enforce the above transfer restrictions whilst ensuring
that shareholders can still trade their CDIs on ASX, the Company has requested that
all of its CDIs bear a FOR US designation on ASX with effect from 3 December 2010.
As a result of the imposition of the FOR US designation, all shareholders of the
Company will be restricted from selling their CDIs on ASX to U.S. persons. The FOR
US designation will remain in place until six months after the date of allotment of
CDIs under the Companys SPP which is expected to occur 31 December 2010. During
this period, existing shareholders will still be able to elect to convert existing
CDIs acquired prior to 3 December 2010 into shares of common stock and trade on
NASDAQ. However, if investors acquired CDIs under the SPP, or acquired CDIs on
market after 3 December 2010 and they convert any such CDIs into common stock, they
will receive restricted securities which would not be tradable on NASDAQ for this
six month period.
About Unilife Corporation
Unilife Corporation is a U.S.-based medical device company focused on the design,
development, manufacture and supply of a proprietary range of retractable syringes.
Primary target customers for Unilife products include pharmaceutical manufacturers,
suppliers of medical equipment to healthcare facilities and patients who
self-administer prescription medication. These patent-protected syringes incorporate
automatic, operator-controlled needle retraction features which are fully integrated
within the barrel, and are designed to protect those at risk of needlestick injuries
and unsafe injection practices. Unilife is ISO 13485-certified and has
FDA-registered medical device manufacturing facilities in Pennsylvania.
This press release contains forward-looking statements. All statements that address
operating performance, events or developments that we expect or anticipate will
occur in the future are forward-looking statements. These forward-looking statements
are based on managements beliefs and assumptions and on information currently
available to our management. Our management believes that these forward-looking
statements are reasonable as and when made. However, you should not place undue
reliance on any such forward-looking statements because such statements speak only
as of the date when made. We do not undertake any obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. In addition, forward-looking
statements are subject to certain risks and uncertainties that could cause actual
results, events and developments to differ materially from our historical experience
and our present expectations or projections. These risks and uncertainties include,
but are not limited to, those described in Item 1A. Risk Factors and elsewhere in
our Annual Report on Form 10-K and those described from time to time in other
reports which we file with the Securities and Exchange Commission.
General: UNIS-G
Investor Contacts (US):
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Investor Contacts (Australia) | |||
Todd Fromer / Garth Russell
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Stuart Fine | Jeff Carter | ||
KCSA Strategic Communications
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Carpe DM Inc | Unilife Corporation | ||
P: + 1 212-682-6300
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P: + 1 908 469 1788 | P: + 61 2 8346 6500 | ||
SOURCE Unilife Corporation |