BIOSENSORS INTERNATIONAL GROUP, LTD. (Incorporated in Bermuda with limited liability) (Company Registration Number: EC 24983)

Transcription

1 BIOSENSORS INTERNATIONAL GROUP, LTD. (Incorporated in Bermuda with limited liability) (Company Registration Number: EC 24983) PLACEMENT OF 216,325,800 NEW ORDINARY SHARES ( PLACEMENT SHARES ) IN THE CAPITAL OF BIOSENSORS INTERNATIONAL GROUP, LTD. AT AN ISSUE PRICE OF S$ PER PLACEMENT SHARE 1. Introduction The Board of Directors of Biosensors International Group, Ltd. (the Company ) wishes to announce that the Company has on 17 February 2011 entered into a conditional placement agreement (the Placement Agreement ) with each of the placees set out in the table below (each a Placee and collectively, the Placees ), pursuant to which the Placees have agreed to subscribe for an aggregate of 216,325,800 new ordinary shares with a par value of 1/150 US cents each in the capital of the Company ( Placement Shares ) in cash at S$ per Placement Share ( Placement Price ) (the Placement Exercise ) to raise a gross sum of approximately S$200,815,240. The names of the Placees and the proportion of Placement Shares to be subscribed by each of them are as follows: Name of Placee No. of Placement Shares Percentage of Enlarged Share Capital*(%) Atlantis Investment Management (Hong Kong) Limited ( Atlantis (HK) ) Ever Union Capital Limited ( Ever Union ) 108,162, ,162, *Based on 1,322,955,154 ordinary shares with a par value of 1/150 US cents each in the capital of the Company ( Shares ) after completion of the Placement Exercise (comprising 1,106,629,354 Shares as at the date of this Announcement and 216,325,800 Placement Shares). 2. Information on the Placees and Rationale for the Placement Exercise Atlantis (HK) and Ever Union are both independent investment boutiques. Atlantis (HK) and Ever Union do not have any interest in each other. Atlantis (HK) approached the Company and expressed interest in investing in the Company. Atlantis (HK) has been impressed with the Company s consecutive growth and believes that it can add value to the Company and its shareholders by leveraging on its expertise in the medical technology and pharmaceutical field throughout Asia. Ever Union was introduced to the Company by Atlantis. Ever Union s research team has been following the Company closely for more than a year and increasing its weighting in healthcare related sectors in recent years. 1

2 Atlantis (HK) is an independent investment boutique with 15 years experience managing Asian equity strategies for global institutional clients. Atlantis (HK) has been a pioneer investing in China and has assets under management of over US$4 billion. Atlantis (HK) manages investments in companies involved in all areas of the healthcare industry, including pharmaceuticals, medical devices, healthcare provision and other health related industries. Atlantis (HK) has been a long term investor of a number of leading medical, pharmaceutical and healthcare companies in the People s Republic of China ( PRC ), including Shandong Weigao Group Medical Polymer Company Limited, Hua Han Bio- Pharmaceutical Holdings Limited, Magic Holdings Company Limited and Sinopharm Group Company Limited, all of which are listed on The Stock Exchange of Hong Kong. Launched in June 2007 and Dublin listed, the Atlantis China Healthcare Fund is believed to have been the world s first dedicated Chinese healthcare fund and achieved returns of 84.4% in 2009 and 42.5% in The Atlantis China Healthcare Fund has a direct interest in 1,000,000 Shares in the ordinary share capital of the Company as at 17 February 2011, which amounts to approximately 0.09% of the issued Shares in the ordinary share capital of the Company as at 17 February 2011 and Atlantis (HK) has a deemed interest in such Shares held by Atlantis China Healthcare Fund. Ever Union is an investment holding company which actively participates in the global markets with more than US$4 billion under management and mainly focuses its investments in the PRC with emphasis on sectors in which it has demonstrated expertise: financial services (since 2003), energy & power (since 2006), healthcare (since 2001), infrastructure (since 2008), real estate (in Shanghai Pudong since 2003), technology & business services and telecommunications & media (since 2003). Ever Union also has private equity investments in high developing industries such as media-shopping and retail. Ever Union has warranted that it has no interest (direct or indirect) in the Shares of the Company as at the date hereof. The Company has always had a long term objective of becoming the drug-eluting stent market leader in Asia and to this end, the PRC remains a key market for the Company notwithstanding the regulatory and other challenges present there. As the Company intends to grow its market and revenue share in the PRC, it is important for the Company to find partners that can help it unlock value and boost the Company s chances of successfully penetrating the PRC market. Given Atlantis (HK) s and Ever Union s track record and expertise of investing in PRC healthcare companies and their broad scope of investments in companies in the medical technology industry that are successful in the PRC, the Company is of the view that adding Atlantis (HK) and Ever Union as strategic investors of the Company will help the Company penetrate the PRC market through the sharing by Atlantis (HK) and Ever Union of their expertise and experience in the medical technology and healthcare industry in the PRC. The Company may be able to leverage on their relationship with their investee and other companies to add strategic value to the Company s business in the PRC for the benefit of the Company and its shareholders. 3. The Placement Shares and the Placement Price The Placement Shares represent approximately 19.55% of the existing issued and paid-up share capital of the Company as at the date of this Announcement and will represent approximately 16.35% of the enlarged issued and paid-up share capital of the Company after the issue of the Placement Shares. Upon allotment and issue, the Placement Shares will rank pari passu in all respects with the then existing Shares of the Company at the date of their issue. The Placement Price of S$ for each Placement Share represents a discount of approximately 10% to the weighted average price of S$ per Share for trades done on the Singapore Exchange Securities Trading Limited ( SGX-ST ) from 9.00a.m. on 16 February 2011 to 9.15a.m. on 17 February 2011 when a trading halt of the Company s shares was effected. 2

3 4. Authority to Issue the Placement Shares The Placement Shares will be issued pursuant to the general mandate ("General Mandate") obtained at the Annual General Meeting of the Company held on 28 July 2010 which authorises the Directors of the Company to allot and issue new Shares in accordance with the terms of the General Mandate. The maximum number of new Shares which may be issued pursuant to the General Mandate on a non-pro-rata basis would be 20% of the total number of issued shares in the capital of the Company at the time of passing of the General Mandate after adjusting for (a) new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time the General Mandate was passed; and (b) any subsequent consolidation or subdivision of Shares (the Adjusted Share Capital ). The Placement Shares will represent approximately 19.55% of the Adjusted Share Capital. 5. Conditions Precedent 5.1 Completion under the Placement Agreement is conditional upon, inter alia,: (i) (ii) (iii) the approval in principle of the SGX-ST for the listing and quotation of the Placement Shares on the SGX-ST having been obtained and not having been revoked or amended and being in full force and effect on the completion date; the subscription, issue and allotment, and offering (if any) of the Placement Shares being in compliance with the Securities and Futures Act, Cap. 289 in connection with offers of securities and not being prohibited by any statute, order, rule or regulation promulgated by any legislative, executive or regulatory body or authority in Singapore; and all consents, waivers, approvals and registrations (whether by the Company or the Placees) as may be required from any governmental or regulatory or other authority in Singapore, Bermuda or elsewhere, or the Board of Directors of the Company, in respect of the issue and allotment of the Placement Shares at the Placement Price having been obtained on or prior to the completion date and continuing to be in full force and effect on the completion date, and where any consents, waivers, approvals or registrations is subject to conditions, such conditions being acceptable to the Company, and to the extent any of the conditions are required to be fulfilled on or before the completion date, such conditions are so fulfilled. 5.2 An application will be made shortly to the SGX-ST for the listing and quotation of the Placement Shares. 5.3 Completion of the Placement Exercise is expected to take place within three (3) months of the date of the Placement Agreement (or such later date as may be agreed between the parties to the Placement Agreement). 6. Use of Proceeds from the Placement Exercise The proceeds from the Placement Exercise (after deducting expenses relating to the Placement Exercise) ( Net Proceeds ) will be used for facilitating the long-term growth and expansion of the Company through, inter alia, investment in clinical trials, capital expenditures, potential new acquisitions and for general corporate purposes, working capital and possible refinancing or repayment of certain borrowings of the Company and its subsidiaries (the Group ), in the following estimated proportions: Use of Proceeds Percentage Allocation (%) To finance new clinical trials, capital expenditures and acquisitions of assets for the Group up to 80% For general corporate purposes, working up to 20% 3

4 capital and refinancing or repayment of certain borrowings Pending deployment of the proceeds from the Placement Exercise, such proceeds may be placed as deposits with financial institutions or invested in short term money markets or debt instruments or for any other purposes on a short term basis as the Directors may deem fit, from time to time. The actual apportionment of Net Proceeds for the aforementioned purposes would be subject to the availability and size of investment and acquisition opportunities, the relative timing of various requirements for funds, and the Company s overall objective of achieving an optimal cost of capital to fund its growth initiatives. The Company will make periodic announcements on the utilisation of proceeds from the Placement Exercise as and when such proceeds are materially disbursed. 7. Financial Effects The financial effects of the Placement Exercise are set forth below and were prepared based on the audited consolidated financial statements of the Group for the financial year ended 31 March 2010, subject to the following assumptions: (a) (b) for the purpose of computing the earnings per Share ( EPS ) of the Group after the Placement Exercise, it is assumed that the Placement Exercise was completed on 1 April 2009; and for the purpose of calculating the net tangible assets ( NTA ) per Share, it is assumed that the Placement Exercise was completed on 31 March It should be noted that such financial effects are for illustrative purposes only and does not purport to be indicative or a projection of the results and financial position of the Company and the Group after completion of the Placement Exercise. Share Capital Issued and paid-up share capital of the Company as at 31 March 2010 Enlarged issued and paid-up share capital of the Company immediately after completion of the Placement Exercise (1) No. of Shares ( 000) 1,069, ,285, (1) Assuming that the Placement Exercise had been completed on 31 March

5 Net Tangible Assets NTA (1) as at 31 March ,756 Add: Proceeds from Placement Exercise 156,883 Less: Estimated expenses for the Placement Exercise (100) Estimated NTA after the Placement Exercise 288,539 Estimated NTA per Share after the Placement Exercise (US cents) (1) NTA is defined as total assets less total liabilities and excluding intangibles and goodwill. Earnings per Share Profit/(Loss) attributable to Shareholders Weighted average No. of Shares ( 000) Basis and diluted earnings per Share (US cents) Before the Placement Exercise 32,054 1,061, After the Placement 32,054 1,277, Exercise (1) (1) Assuming that the Placement Exercise had been completed on 1 April General 8.1 None of the Placement Shares will be placed to any person who is a Director or substantial shareholder of the Company, or any other person who falls within the categories set out under Rule 812(1) of the SGX-ST Listing Manual. 8.2 None of the Directors or substantial shareholders of the Company or their associates has any interest, direct or indirect, in the Placement Exercise of the Placement Shares. By Order of the Board Yoh-Chie Lu Chairman 17 February 2011, Singapore 5