Cogstate Ltd · ASX:CGS
Cogstate — Investor Presentation (October 2019)
21 slides from Cogstate's investor presentation, Oct 21, 2019
Slide 1: Entitlement Offer Presentation
Entitlement Offer Presentation 21 October 2019 Not for release or distribution in the USA © 2019 Cogstate Ltd. All rights reserved.
Slide 2: Disclaimer: Summary information
Summary information Disclaimer This Presentation contains summary information about Cogstate and its activities, which is current as at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all the informati
Slide 3: Disclaimer (continued): Not investment advice
Not investment advice Disclaimer This presentation does not take into account the individual investment objectives, financial situation and particular needs of each investor or shareholder. Prospective investors should seek independent financial, legal and taxation advice before making any decision
Slide 4: Disclaimer (continued): Forward looking statements
Forward looking statements This document contains forward-looking statements. Forward looking statements are only predictions and are subject to risks, Disclaimer uncertainties and assumptions which include (but are not limited to) commodity prices, currency fluctuations, economic, legal and financi
Slide 5: Table of Contents
Table of Contents Summary of Capital Raising Events Slide 6 Details of the Entitlement Offer Slide 7 Proposed use of Funds Slide 10 Entitlement Offer Indicative Timetable Slide 11 Pro-forma Balance Sheet Slide 12 Appendices Slide 13 • Appendix 1: Key Risks Slide 14 • Appendix 2: Foreign Selling Rest
Slide 6: Summary of Capital Raising Events
Summary of Capital Raising Events Approx. A$10.86m to be raised through a series of transactions including the Entitlement Offer 1 2 3 4 Placement to Aust Placement to Eisai Placement to Eisai Fully Underwritten institutional investor Tranche 1 Tranche 2 Entitlement Offer July 2019 August 2019 Octob
Slide 7: Entitlement Offer Overview
Entitlement Offer Entitlement Offer Offer to raise approx. A$4 million by way of a fully-underwritten, Overview accelerated, 1 for 10 pro-rata, non-renounceable entitlement offer of new fully paid ordinary shares (New Shares) to eligible existing shareholders (Entitlement Offer) Applicants who take
Slide 8: Entitlement Offer Overview (continued): Pre-commitments
Entitlement Offer Pre-commitments All entities associated with Cogstate Chairman, Martyn Myer, who holds Overview approximately 14.4% of shares on issue, have committed to take up their full allocation under the Entitlement Offer (continued) Dagmar Dolby as trustee for the Dagmar Dolby Trust (Dolby)
Slide 9: Entitlement Offer Overview (continued): Fully Underwritten
Entitlement Offer Fully Underwritten The Entitlement Offer is fully underwritten by Taylor Collison Overview A summary of the underwriting and sub-underwriting arrangements is set out below (continued) Terms of sub-underwriting agreement Underwriting arrangements Cogstate and Taylor Collison (Lead M
Slide 10: Use of funds raised under the Entitlement Offer
Use of funds raised under the Entitlement Offer Use of Funds A$ % Explore further commercial opportunities for Cogstate technology in the healthcare segment (general practice medicine and on-line direct-to-consumer assessment) that will enable Cogstate to replicate opportunities such as the one iden
Slide 11: Entitlement Offer Timetable
Entitlement Offer Timetable Announcement of Entitlement Offer 21 Oct 2019 Institutional Entitlement Offer Close 21 Oct 2019 CGS Shares begin to trade on an “ex-entitlement” basis 22 Oct 2019 Record Date for determining Eligible Shareholders under the Retail Entitlement Offer 23 Oct 2019 Entitlement
Slide 12: Pro Forma Balance Sheet
Pro Forma Balance Sheet Not for release or distribution in the USA 12
Slide 13: Appendices
Appendices Not for release or distribution in the USA 13
Slide 14: Appendix 1: Key Risks
Appendix 1: There are a number of factors, both specific to Cogstate and of a general nature, which may affect the future operating and financial performance of Cogstate and the value of an Key Risks investment in Cogstate. Some of these factors may be mitigated by the use of safeguards and appropri
Slide 15: Appendix 1: Key Risks (continued)
Appendix 1: Dependency on Clinical Trials revenue streams During the year ended 30 June 2019, revenue from Cogstate's Clinical Trials business unit accounted for approximately 98% of Cogstate’s total revenue for the year. There can be no guarantee that existing customers will Key Risks continue to u
Slide 16: Appendix 1: Key Risks (continued)
Appendix 1: Intellectual property and proprietary rights Cogstate regards certain components of its technology as proprietary and relies primarily on a combination of trade marks, copyright, patents, trade secrets and employee and third party non-disclosure agreements and specific contract Key Risks
Slide 17: Appendix 1: Key Risks (continued)
Appendix 1: Regulatory risk Cogstate's operations are reliant on maintenance of its existing regulatory approvals. There is a risk that Cogstate may be unable to maintain its existing regulatory approvals. Future operations by Cogstate may require approvals from Key Risks regulatory authorities whic
Slide 18: Appendix 1: Key Risks (continued)
Appendix 1: Foreign Exchange Cogstate has substantial operations in the United States and conducts this business primarily in U.S. dollars. Movements in the Australian dollar against the U.S. dollar will affect the reported U.S. dollar financial performance and Key Risks balance sheet of the Company
Slide 19: Appendix 2: Foreign Selling Restrictions
Appendix 2: This document does not constitute an offer of new ordinary shares (New Shares) of Cogstate in any jurisdiction in which it would be unlawful. This document may not be distributed to any persons and the New Shares may Foreign Selling not be offered or sold in any country outside Australia
Slide 20: Appendix 2: Foreign Selling Restrictions (New Zealand)
Appendix 2: New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the FMC Act). The New Shares in the Entitlement Offer are not being offered to Foreign Selling the public within New Zealand oth
Slide 21: Not for release or distribution in the USA
Not for release or distribution in the USA