ASX Announcement - Capital Consolidation Timetable

Transcription

1 GI Dynamics, Inc. ASX Announcement ASX Announcement - Capital Consolidation Timetable Lexington, Massachusetts, United States and Sydney, Australia 1 April 2015 GI Dynamics, Inc. (ASX: GID) (GI Dynamics or the Company) wishes to advise that the capital consolidation approved at the Company's Special Meeting of Stockholders held on 10 November 2014 United States Eastern Standard Time (which was, Tuesday, 11 November 2014 Australian Eastern Daylight Time) will proceed as set out below. Effect on number of shares and CHESS Depository Interests (CDIs) The capital consolidation will be effected by a reverse stock split of shares of common stock at a ratio of 1:10, such that holders of shares of common stock will receive one (1) share of common stock for every 10 shares of common stock that they hold on the record date. The CHESS Depositary Interests (CDI) in respect of the Company's shares of common stock will not be consolidated and therefore CDI holders will hold the same number of CDIs following the consolidation but each CDI will represent an interest in one-fiftieth of a share of common stock following the consolidation. Treatment of fractional entitlements to shares No fractional shares of common stock will be issued in connection with the reverse stock split. Shares of common stock Save as set out below, stockholders of record who otherwise would be entitled to receive fractional shares of common stock because they hold a number of pre-split shares of common stock not exactly divisible by 10 on the record date will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the CDIs, as reported on the ASX on 9 April 2015 and converted into U.S. Dollars at the exchange rate reported by the Reserve Bank of Australia, multiplied by 50 (i.e., the number of CDIs that represent one whole share of common stock following the reverse stock split). Stockholders will not obtain any voting, dividend, or other rights with respect to the fractional entitlements and will only be entitled to receive payment as described above. CHESS Depository Nominees Pty Ltd If CHESS Depository Nominees Pty Ltd, the holder of the legal title to the common stock represented by the CDIs, holds a number of pre-split shares of common stock not exactly divisible by 10 on the record date, its holding will be rounded up to the nearest whole share of common stock and it will not be entitled to a cash payment in respect of the fractional share of common stock. US OFFICE & HEADQUARTERS: 25 Hartwell Avenue, Lexington MA T +1 (781) F +1 (781) EUROPEAN OFFICE: Prinzenallee 7, Dusseldorf, Germany T: AUSTRALIAN OFFICE: Level 8, Bridge Street, Sydney, NSW 2000 T GI Dynamics, Inc., is a corporation incorporated in Delaware, USA, whose stockholders have limited liability. ARBN

2 GI Dynamics, Inc. - ASX Announcement Page 2 Options, restricted stock units and warrants Options and restricted stock units will be consolidated in the same ratio as the common stock such that holders will receive one option or RSU for every 10 options or RSUs (as applicable) held on the record date for consolidation, rounded down to the nearest whole option or RSU and will not be entitled to a cash payment in respect of any fractional option or RSU. The number of shares of common stock issuable upon exercise of each warrant will be divided by 10 and rounded down to the nearest whole share and warrant holders will not be entitled to a cash payment in respect of any fractional share of common stock issuable upon exercise of the warrant. The exercise price for the options and warrants will be multiplied by 10. The consolidation will proceed in accordance with to the following timetable: Event Date Last day for trading of pre-consolidation shares. 2 April 2015 Trading of consolidated shares on a deferred settlement basis 7 April 2015 begins. Last day for GID to register share transfers on a preconsolidation basis. 9 April 2015 First day for GID to register new shareholdings on a consolidated 10 April 2015 basis and first day for issuing holding statements/new share certificates to shareholders. Payment for fractional entitlements 13 April 2015 Last day to register new shareholdings on a consolidated basis 16 April 2015 and last day for issuing holding statements/new share certificates to shareholders. Deferred settlement trading ends. Normal (T+3) trading of consolidated shares starts. 17 April 2015 Security holders are advised that the Company's CDIs may be traded using the code GIDDA on ASX trading platforms, indicating the deferred settlement basis, while procedures for the capital consolidation are completed. Normal trading using the GID code is expected to resume on 17 April For further details please contact: Robert Solomon Vice President, Finance, Secretary and Treasurer 25 Hartwell Avenue Lexington, MA Tel: +1 (781) US OFFICE & HEADQUARTERS: 25 Hartwell Avenue, Lexington MA T +1 (781) F +1 (781) EUROPEAN OFFICE: Prinzenallee 7, Dusseldorf, Germany T: AUSTRALIAN OFFICE: Level 8, Bridge Street, Sydney, NSW 2000 T GI Dynamics, Inc., is a corporation incorporated in Delaware, USA, whose stockholders have limited liability. ARBN

3 GI Dynamics, Inc. - ASX Announcement Page 3 About GI Dynamics GI Dynamics, Inc. (ASX: GID) is the developer of EndoBarrier, the first endoscopically-delivered device therapy approved for the treatment of obese type 2 diabetes with BMI 30 kg/m 2, or obese patients with BMI 30 kg/m 2 with 1 comorbidities, or obese patients with BMI >35 kg/m 2. The liner is indicated for a maximum implant duration of 12 months. EndoBarrier is approved and commercially available in multiple countries outside the U.S. EndoBarrier is not approved for sale in the U.S. and is limited by federal law to investigational use only in the United States. GI Dynamics is conducting a pivotal clinical trial of EndoBarrier in the U.S. for the treatment of patients who have uncontrolled type 2 diabetes and are obese. Founded in 2003, GI Dynamics is headquartered in Lexington, Massachusetts. For more information, please visit Forward-Looking Statements This announcement contains forward-looking statements concerning: our development and commercialization plans; our potential revenues and revenue growth, costs, excess inventory, profitability and financial performance; our ability to obtain reimbursement for our products; our clinical trials, and associated regulatory submissions and approvals; the number and location of commercial centres offering the EndoBarrier ; and our intellectual property position. These forward-looking statements are based on the current estimates and expectations of future events by the management of GI Dynamics, Inc. as of the date of this announcement and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those indicated in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: risks associated with the possibility that clinical trials will not be successful or confirm earlier results; risks associated with obtaining funding from third parties; risks relating to the timing and costs of clinical trials, the timing of regulatory submissions, the timing, receipt and maintenance of regulatory approvals, the timing and amount of other expenses, and the timing and extent of third-party reimbursement; risks associated with commercial product sales, including product performance; competition; risks related to market acceptance of products; intellectual property risks; risks related to excess inventory; risks related to assumptions regarding the size of the available market, benefits of our products, product pricing, timing of product launches, future financial results and other factors including those described in our filings with the U.S. Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forwardlooking statements. We do not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. Investor Enquiries: Media Enquiries: United States Michael Dale, President & CEO +1 (781) United States/Europe: i Bill Berry, Berry & Company Public Relations, LLC +1 (212) Australia David Allen or John Granger Hawkesbury Partners Pty Limited Australia: Angela Ceberano, Flourish PR US OFFICE & HEADQUARTERS: 25 Hartwell Avenue, Lexington MA T +1 (781) F +1 (781) EUROPEAN OFFICE: Prinzenallee 7, Dusseldorf, Germany T: AUSTRALIAN OFFICE: Level 8, Bridge Street, Sydney, NSW 2000 T GI Dynamics, Inc., is a corporation incorporated in Delaware, USA, whose stockholders have limited liability. ARBN

4 +Rule , A, 15.3, Appendix 7A paragraphs 8 & 9. Appendix 3A.3 capital + security consolidation or split 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. Please note that two or more corporate actions on the same + security may not run with different record dates if the timetables result in overlapping (but not identical) ex-periods. It is permissible to run different corporate actions with the same record date except in the case of reorganisations consolidations/splits which cannot run at the same time as any other corporate action for that entity. If you are an entity incorporated outside Australia, for + securities other than CDIs / depository interests, please obtain and provide an International Securities Identification Number (ISIN) for the class(es) of + securities to be created during your corporate action. The ISIN(s) should be advised in the Further Information section of this form. Further information on this requirement can be found in the Online Forms section of ASX Online for companies. *Denotes minimum information required for first lodgement of this form. **Denotes information that must be provided on or before +business day 0 of the relevant Appendix 6A or Appendix 7A timetable. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity. Part 1 Entity and announcement details No. Answer 1.1 *Name of entity GI Dynamics, Inc. 1.2 *Registration type and number ARBN One of ABN/ARSN/ARBN/ACN or other registration type and number (if other please specify what type of registration number has been provided). 1.3 *ASX issuer code GID 1.4 *The announcement is Tick whichever is applicable. New announcement Update/amendment to previous announcement Cancellation of previous announcement 1.4a *Reason for update Mandatory only if Update ticked in Q1.4 above. A reason must be provided for an update. 1.4b *Date of previous announcement to this update Mandatory only if Update ticked in Q1.4 above. 1.4c *Reason for cancellation Mandatory only if Cancellation ticked in Q1.4 above. 22 September 2014 Page 1

5 1.4d *Date of previous announcement to this cancellation Mandatory only if Cancellation ticked in Q1.4 above. 1.5 *Date of this announcement The date of lodgement of the form by the entity via ASX Online. 1.6 *Applicable ASX + security code(s) and description(s) for reorganisation Please confirm the entity s + securities (quoted and unquoted) which will be affected by the reorganisation. Please note Listing Rule 7.21 in respect of + convertible + securities, Listing Rules and in respect of options and Listing Rule 7.24 in respect of partly paid + securities. 1 April Security description: Unquoted securities which will be directly affected by the consolidation are shares of common stock, restricted stock units, options and warrants. Quoted securities which will be affected by the reorganisation are CHESS Depositary Interests (CDIs). The CDIs will not be consolidated in accordance with the common stock but the number of CDIs representing each share of common stock will change. ASX security code: GID Part 2 Reorganisation conditions, approval requirements and dates No. 2.1 *Is the reorganisation conditional? If any conditions including the ones outlined below such as + security holder approval apply to the reorganisation please answer yes and provide details at Q2.2.. If no go to Part 3. Answer Yes 2.2 Conditions applicable to the return of reorganisation Select appropriate condition from drop down box as applicable. More than one condition can be selected. This question refers to preconditions only, that is, the event may not take place without the relevant condition being satisfied. The Date for determination is the date that you expect to know if the condition is satisfied for example the date of the + security holder meeting in the case of + security holder approval being the condition or the date of the court hearing if court approval is the relevant condition. *Condition *Date for determination *Is the date estimated or actual? **Condition met? Only answer this question when you know the outcome of the condition please advise on or before + business day 0 of the relevant Appendix 6A or Appendix 7A timetable. Comments +Security holder approval 10 November 2014 Estimated OR Actual Yes No Security holder approval was obtained at the company's Special Meeting of Stockholders held on 10 November 2014 United 22 September 2014 Page 2

6 States Eastern Standard Time (which was, Tuesday, 11 November 2014 Australian Eastern Daylight Time) Part 3 reorganisation timetable and details No. 3.1 * + Record date Answer 9 April 2015 COURT APPROVAL: This is three +business days after the entity lodges the court order with ASIC and tells ASX +business day 3 in the timetable. This is the date on which the register is closed to determine the register for the consolidation or split of +securities. NO COURT APPROVAL: This is four +business days after the +security holder meeting - +business day 4 in the timetable. This is the date on which the register is closed to determine the register for the consolidation or split of + securities. ALL: The +record date must be at least five +business days from the current date. Please note that the +record date and effective date cannot be changed (even to postpone it or cancel it) any later than 12 noon Sydney time on the day before the previous effective date advised. 3.2 Date of + security holder meeting 10 November 2014 Same date as provided in Q Last day for trading in prereorganised + securities 2 April 2015 COURT APPROVAL: This is the + business day the entity lodges the court order with ASIC and tells ASX - + business day 0 in the timetable. NO COURT APPROVAL: This is the + + business day after security holders approve the reorganisation - + business day 1 in the timetable. ALL: Please note that the last day of trading cannot be changed (even to postpone it) any later than 12 noon Sydney time on the day before the previous effective date advised. 3.4 *Effective date 7 April 2015 Trading in the re-organised + securities ex -reorganisation commences on a deferred settlement basis. If the +entity s + securities are suspended from 22 September 2014 Page 3

7 trading during this period there will be no +deferred settlement trading however ASX still captures this date. COURT APPROVAL: This is the + business day after the entity lodges the court order with ASIC and tells ASX - + business day 1 in the timetable. NO COURT APPROVAL: This is the second + business day after + security holders approve the reorganisation - + business day 2 in the timetable. ALL: Please note that the + record date and effective date cannot be changed (even to postpone it or cancel it) any later than 12 noon Sydney time on the day before the previous effective date advised Record date Same as Q3.1 above. 9 April First day for entity to send notices to + security holders of the change in the number of +securities they hold. First day for entity to register + securities on a post reorganised basis COURT APPROVAL: This is the day after the + record date - + business day 4 in the timetable. NO COURT APPROVAL: This is the day after the + record date - + business day 5 in the timetable. 3.7 * + Issue date. + Deferred settlement market ends. Last day for entity to send notices to + security holder of the change in the number of + securities they hold. Last day for + entity to register + securities on a postreorganised basis COURT APPROVAL: This is five + business days after the + record date - + business day 8 in the timetable. 10 April April 2015 NO COURT APPROVAL: This is five + business days after the + record date - + business day 9 in the timetable. ALL: Please note that the + issue date cannot be changed (even to postpone it) any later than 12 noon AEST on the previous + issue date advised. 3.8 Trading starts on a normal T+3 basis COURT APPROVAL: This is six + + business days after the record date and the + business day after + issue date + business day 9 in the timetable. NO COURT APPROVAL: This is six 17 April September 2014 Page 4

8 + business days after the + record date and the + business day after + issue date + business day 10 in the timetable. 3.9 First settlement of trades conducted on a deferred settlement basis and on a normal T+3 basis COURT APPROVAL: This is nine + + business days after record date and three + business days after T+3 trading starts + business day 12 in the timetable. NO COURT APPROVAL: This is nine + + business days after record date and three + business days after T+3 trading starts + business day 13 in the timetable. 22 April 2015 Part 4 reorganisation type and details No. 4.1 *The reorganisation is Please select one. If consolidation please answer Q4.1a, if split please answer Q4.1b. 4.1a *Consolidation ratio Ratios may only be expressed as whole numbers. Fractional ratios will need to be multiplied up to a whole number (for example 1:1.5 should be expressed as 2:3). Where you consolidate five +securities into one +security, the answer above is 5.00 (pre-consolidation) +securities will be consolidated into 1.00 (post-consolidation) +security. To consolidate three +securities into two +securities, the answer above is 3.00 (pre-consolidation) +securities will be consolidated into 2.00 (postconsolidation) +securities. ALL: Please note that the ratio (multiplier or divisor) cannot be changed any later than 12 noon Sydney time on the day before the previous effective date advised. 4.1b *Split ratio Ratios may only be expressed as whole numbers. Fractional ratios will need to be multiplied up to a whole number (for example 1:1.5 should be expressed as 2:3). Where you split each + security into five, the answer above is every 1.00 (pre-split) + security will be divided into 5.00 (post-split) + securities. To divide each two + securities into three + securities the answer is 2.00 (pre-split) + securities will be divided into 3.00 (post-split) + securities. ALL: Please note that the ratio (multiplier or divisor) cannot be changed Answer + Security consolidation + Security split the + securities will be consolidated on the basis that every 10 (pre-consolidation) + securities will be consolidated into 1 (post-consolidation) + security (/ies) Note: the securities for this purpose are the shares of common stock, options and restricted stock units. In relation to the warrants, the number of warrants will not be consolidated, rather the number of shares of common stock issuable upon exercise of each warrant will be divided by 10. The CDIs will not be consolidated and accordingly each CDI will represent an interest in 1/50 of a share of common stock following the consolidation. the + securities will be split on the basis that every (pre-split) + security (/ies) will be divided into (post-split) + securities. 22 September 2014 Page 5

9 any later than 12 noon Sydney time on the day before the previous effective date advised. 4.2 *Scrip fraction rounding: Please select the appropriate description regarding how fractions will be handled. If you do not have a rounding policy please choose Fractions rounded down to the nearest whole number or fractions disregarded. Fractions rounded up to the next whole number Fractions rounded down to the nearest whole number or fractions disregarded Fractions sold and proceeds distributed Fractions of 0.5 and over rounded up Fractions over 0.5 rounded up Shares of common stock No fractional shares of common stock will be issued in connection with the consolidation. Stockholders who otherwise would be entitled to receive fractional shares of common stock because they hold a number of presplit shares of common stock not exactly divisible by 10 will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the CDIs, as reported on the ASX and converted into U.S. Dollars at the exchange rate reported by the Reserve Bank of Australia on 9 April 2015, multiplied by 50 (i.e. the number of CDIs that represent one whole share of common stock following the reverse stock split). Options, restricted stock units (RSUs) and warrants Options and restricted stock units will be consolidated in the same ratio as the common stock such that holders will receive one option or RSU for every 10 options or RSUs (as applicable) held on the record date for consolidation, rounded down to the nearest whole option or RSU and will not be entitled to a cash payment in respect of any fractional option or RSU. The number of shares of common stock issuable upon exercise of each warrant will be divided by 10 and rounded down to the nearest whole share and warrant holders will not be entitled to a cash payment in respect of any fractional share of common stock issuable upon exercise of the warrant. The exercise price for the options and warrants will be multiplied by September 2014 Page 6

10 Part 5 + Securities on issue before and after reorganisation A change to the terms or price of + convertible securities should be advised in Part 6 - Further information. No. Answer 5.1 * + Securities on issue before and after the reorganisation Please confirm the number of the entity s + securities on issue before and after the reorganisation. Please note Listing Rule 7.21 in respect of + convertible securities, Listing Rules , in respect of options and Listing Rule 7.24 in respect of partly paid +securities. If an estimate is provided please provide the actual amounts as soon as reasonably practicable and no later than the +issue date. ASX + security code ASX + security description Quoted/ unquoted Number on issue before reorganisation Number on issue after reorganisation Estimate/ Actual GID CDIs Quoted 470,637, ,637,380 Estimated GIDAU Shares of Unquoted 719,257 71,923 Estimated common stock GIDAD Restricted Unquoted 2,020, ,034 Estimated stock units GIDAC Options Unquoted 11,134,808 1,113,427 Estimated GIDAB Warrants Unquoted 8 8 Estimated 5.2 *Exercise price of options Please confirm the exercise price of options on issue before and after the reorganisation. Please note Listing Rule 7.21 in respect of + convertible securities, and Listing Rules , in respect of options. ASX + security code ASX + security description Quoted/ unquoted Currency Exercise price before reorganisation Exercise price after reorganisation GIDAB Warrants Unquoted AU dollars A$5.50 A$55.00 GIDAC Options Unquoted US dollars $0.20 $2.00 GIDAC Options Unquoted US dollars $0.39 $3.90 GIDAC Options Unquoted US dollars $0.43 $4.30 GIDAC Options Unquoted US dollars $0.45 $4.50 GIDAC Options Unquoted US dollars $0.48 $4.80 GIDAC Options Unquoted US dollars $0.57 $5.70 GIDAC Options Unquoted US dollars $0.59 $5.90 GIDAC Options Unquoted US dollars $0.82 $8.20 GIDAC Options Unquoted US dollars $0.96 $9.60 GIDAC Options Unquoted US dollars $1.20 $12.00 GIDAC Options Unquoted US dollars $2.15 $ September 2014 Page 7

11 GIDAC Options Unquoted US dollars $2.34 $23.40 GIDAC Options Unquoted US dollars $2.45 $24.50 GIDAC Options Unquoted US dollars $2.82 $28.20 GIDAC Options Unquoted US dollars $3.08 $30.80 GIDAC Options Unquoted US dollars $3.12 $31.20 GIDAC Options Unquoted US dollars $3.15 $31.50 GIDAC Options Unquoted US dollars $3.32 $33.20 GIDAC Options Unquoted US dollars $3.41 $34.10 GIDAC Options Unquoted US dollars $3.70 $37.00 GIDAC Options Unquoted US dollars $3.76 $37.60 GIDAC Options Unquoted US dollars $3.83 $38.30 GIDAC Options Unquoted US dollars $4.11 $41.10 GIDAC Options Unquoted US dollars $4.44 $44.40 GIDAC Options Unquoted US dollars $4.49 $44.90 GIDAC Options Unquoted US dollars $4.55 $45.50 GIDAC Options Unquoted US dollars $4.91 $49.10 GIDAC Options Unquoted US dollars $5.40 $54.00 GIDAC Options Unquoted US dollars $5.56 $55.60 GIDAC Options Unquoted AU dollars A$5.50 A$ *Partly paid + securities affected by the reorganisation Please confirm the effect of the reorganisation on paid to and unpaid amounts for partly paid + securities on issue before and after the reorganisation. Please note Listing Rule 7.21 in respect of + convertible securities and Listing Rule 7.24 in respect of partly paid + securities. If there is more than one + security please include the additional + securities. ASX + security code ASX + security description Quoted/ unquoted Currency Paid up amount before reorganisation Paid up amount after reorganisation Unpaid amount before reorganisation Unpaid amount after reorganisation Part 6 Further Information No. 6.1 Further information relating to Answer 22 September 2014 Page 8

12 the reorganisation Please provide any further information relating to this reorganisation. Introduced 22/09/14 22 September 2014 Page 9

13 1 April 2015 Dear Stockholder, GI Dynamics, Inc. (the Company or GID) wishes to advisee that the capital consolidation approved at the Company's Special Meeting of Stockholders held on 10 November 2014 United States Eastern Standard Time (which was, Tuesday, 11 November 2014 Australian Eastern Daylight Time) will proceed as set out in the timetable below. Effect on number of shares The capital consolidation will be effected by a reverse stockk split of shares of common stock at a ratio of 1:10, such that you will receive one (1) share of common stock for every 10 shares of common stock that you hold on the record date. The CHESS Depositary Interests (CDI) in respect of the Company's shares of common stock will not be consolidated and therefore will represent an interest in one-fiftieth of a share of common stock following the reverse stock split. Treatment of fractional entitlements to shares No fractional shares of common stock will be issued in connection with the reverse stock split. If you would otherwise be entitled to receive fractional shares of common stock because you hold a number of pre-split shares of common stock not exactly divisible by 10 on the record date, you will be entitled to a cash payment in lieu of your fractional entitlement at a price equal to the fraction to which you would otherwise be entitled multipliedd by the closing price of the CDIs, as reported on the ASX on 9 April 2015 and converted into U. S. Dollars at the exchange rate reported by the Reserve Bank of Australia, multiplied by 500 (i.e., the number of CDIs that represent one whole share of common stock following the reverse stock split). You will not obtain any voting, dividend, or other rights with respect to the fractional entitlements and will only be entitled to receive payment as describedd in this letter. For example, if a stockholder holds 64 shares of common stock, after the reverse stock split the stockholder would be entitled to 6.4 shares of common stock. In this example, the stockholder will have a fractional entitlement of 0.40 of a share of common stock. As fractional shares willl not be issued, the stockholder will instead receive 6 shares and a cash payment for the fractional entitlement would be USD [0.40 x (closing price of CDIs converted into USD)] x 50. Treatment of options, restricted stock units ( RSUs) and warrants Options and restricted stock units will be consolidated in thee same ratio as the common stock such that holders will receive one option or RSU for every 10 options or RSUs (as applicable) held on the record date for the reverse stock split, rounded down to the nearest whole option or RSU and will not be entitled to a cash payment in respect off any fractional option or RSU. The number of shares of common stock issuable upon exercise of each warrant will be divided by 10 and roundedd down to the nearest whole share and warrant holders will not be entitled to a cash 25 Hartwell Avenue Lexington, MA T F

14 payment in respect of any fractional share of common stockk issuable upon exercise of the warrant. The exercise price for the options and warrants will be multiplied by 10. The consolidation will proceed in accordance with the following timetable: Event Last day for trading of pre-consolidation shares. Trading of consolidated shares on a deferred settlementt basis begins. Last day for GID to register share transfers on a pre-consolidation basis. First day for GID to register new shareholdings on a consolidated basis and first day for issuing holding statements/new share certificates to shareholders. Payment for fractional entitlements Last day to register new shareholdings on a consolidated basis and last day for issuing holding statements/new share certificates to shareholders. Deferred settlementt trading ends. Normal (T+3) trading of consolidated shares starts. Date 2 April April April April April April April 2015 Security holders are advised that the Company's CDIs may be traded using the code GIDDA on ASX trading platforms, indicating the deferred settlement basis, while procedures for the capital consolidation are completed. Normal trading using the GID code is expected to resume on 17 April Sincerely Robert Solomon Vice President, Finance, Secretary and Treasurer 25 Hartwell Avenue Lexington, MA T F

15 1 April 2015 Dear CDI Holder, GI Dynamics, Inc. (the Company or GID) wishes to advise that the capital consolidation approved at the Company's Special Meeting of Stockholders held on 10 November 2014 United States Eastern Standard Time (which was, Tuesday, 11 November 2014 Australian Eastern Daylight Time) will proceed as set out in the timetable below. Effect on number of shares and CHESS Depository Interests (CDIs) The capital consolidation will be effected by a reverse stock split of shares of common stock at a ratio of 1:10, such that holders of common stock will receive one (1) share of common stock for every 10 shares of common stock that they hold on the record date. The CHESS Depositary Interests (CDI) in respect of the Company's shares of common stock will not be consolidated and therefore you will continue to hold the same number of CDIs after the consolidation but each CDI will represent an interest in one-fiftieth of a share of common stock rather than one-fifth of a share of common stock. Treatment of fractional entitlements to shares No fractional shares of common stock will be issued in connection with the consolidation. Shares of common stock Save as set out below, stockholders of record who otherwise would be entitled to receive fractional shares of common stock because they hold a number of pre-split shares of common stock not exactly divisible by 10 on the record date will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the CDIs, as reported on the ASX on 9 April 2015 and converted into U.S. Dollars at the exchange rate reported by the Reserve Bank of Australia, multiplied by 50 (i.e., the number of CDIs that represent one whole share of common stock following the consolidation). Stockholders will not obtain any voting, dividend, or other rights with respect to the fractional entitlements and will only be entitled to receive payment as described above. CHESS Depository Nominees Pty Ltd If CHESS Depository Nominees Pty Ltd, the holder of the legal title to the common stock represented by the CDIs, holds a number of pre-split shares of common stock not exactly divisible by 10 on the record date, its holding will be rounded up to the nearest whole share of common stock and it will not be entitled to a cash payment in respect of the fractional share of common stock. 25 Hartwell Avenue Lexington, MA T F

16 Impact on conversion and voting of CDIs If at any time after the consolidation, you hold a number of CDIs not exactly divisible by 50, then in respect to any fractional entitlement to a share represented by the balance of these CDIs, as the Company does not issue fractional shares or recognise fractional votes, you will not: be able to convert the fractional entitlement to shares of common stock; and have any right to vote at any meetings of the Company in respect of the fractional entitlement to underlying shares of common stock such CDIs represent. For example, if a CDI holder holds 44,020 CDIs, after the consolidation this would represent underlying shares of common stock (i.e., 44,020 divided by 50). If the CDI holder converted its CDIs to shares of common stock, the CDI holder would receive 880 shares of common stock as the Company does not issue fractional shares. For the purpose of this example, if the CDI holder wanted to vote at a general meeting of the Company, the CDI holder would have a right to vote at the meeting of the Company in respect of 880 underlying shares of common stock as the Company does not recognise fractional votes. Treatment of options, restricted stock units (RSUs) and warrants Options and restricted stock units will be consolidated in the same ratio as the common stock such that holders will receive one option or RSU for every 10 options or RSUs (as applicable) held on the record date for the consolidation, rounded down to the nearest whole option or RSU and will not be entitled to a cash payment in respect of any fractional option or RSU. The number of shares of common stock issuable upon exercise of each warrant will be divided by 10 and rounded down to the nearest whole share and warrant holders will not be entitled to a cash payment in respect of any fractional share of common stock issuable upon exercise of the warrant. The exercise price for the options and warrants will be multiplied by 10. The consolidation will proceed in accordance with the following timetable: Event Date Last day for trading of pre-consolidation shares. 2 April 2015 Trading of consolidated shares on a deferred settlement basis 7 April 2015 begins. Last day for GID to register share transfers on a pre-consolidation 9 April 2015 basis. First day for GID to register new shareholdings on a consolidated 10 April 2015 basis and first day for issuing holding statements/new share certificates to shareholders. Payment for fractional entitlements 13 April 2015 Last day to register new shareholdings on a consolidated basis and 16 April 2015 last day for issuing holding statements/new share certificates to shareholders. Deferred settlement trading ends. Normal (T+3) trading of consolidated shares starts. 17 April Hartwell Avenue Lexington, MA T F

17 Security holders are advised that the Company's CDIs may be traded using the code GIDDA on ASX trading platforms, indicating the deferred settlement basis, while procedures for the capital consolidation are completed. Normal trading using the GID code is expected to resume on 17 April Sincerely Robert Solomon Vice President, Finance, Secretary and Treasurer 25 Hartwell Avenue Lexington, MA T F