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Sunday, 02 September 2018 17:24

Bonus BioGroup raises investment in the amount of NIS 18 million (USD 5 million), at a price of 60 Agorot per share

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Bonus BioGroup raises investment in the amount of NIS 18 million (USD 5 million), at a price of 60 Agorot per share

logo4footerIn accordance with the Securities Regulations (Private Offering of Securities in a Listed Company), 5760-2000, Bonus BioGroup Ltd. hereby announces that on August 30, 2018, the Company’s board of directors approved the Company’s engagement under eight investment agreements for a private placement, that is not material or extraordinary, of shares in the Company (hereinafter: the “Investment Agreements”), with eight investors that to the best of the Company’s knowledge are unrelated to each other and are unaffiliated with any interested party and/or officer of the Company (hereinafter: the “Investors” or “Offerees”).
According to terms of the Investment Agreements, the Company shall allot, by private placement, 29,767,610 ordinary shares , registered, with no par value, of the Company (hereinafter: the “Allotted Shares” and the “Placement”, respectively), and shall transfer them to the Investors against payment in cash of ILS 17,860,565 , equivalent to approximately USD 5 million (hereinafter: the “Consideration”).
In the Investment Agreements the Company undertook pursue listing its shares for trade on NASDAQ, including by way of listing American Depositary Shares (ADSs).
1. Price of the offered securities
The Consideration for the Allotted Shares reflects a price of 60 Agorot (0.6 NIS) per share.
2. Ratio between the price of the Company’s shares on TASE and the price per share determined in the Investment Agreements
Whereas on August 30, 2018, the last trading day prior to the board’s approval and the date of this Report, the closing rate of the Company’s share at the end of trading was 58.6 Agorot (hereinafter: the “Closing Price”), and whereas the price of each of the Allotted Shares is 60 Agorot, thus the price of the Allotted Shares is higher by 1.4 Agorot, which constitutes approximately 2.4% above the Closing Price.
3. Manner of determining the Consideration
Consideration for the Allotted Shares was determined by separate negotiations between the Company and each one of the Investors.
4. The Allotted Shares
The Allotted Shares shall be identical in rights to the ordinary shares, registered, with no par value, existing in the Company’s share capital and shall be registered to the name of the Nominee Company of Bank Hapoalim Ltd.
The Allotted Shares constitute approximately 3.67% of the issued share capital and voting rights in the Company, and shall constitute, after issuance, approximately 3.54% of the issued share capital and voting rights in the Company and approximately 3.23% of the share capital and voting rights in the Company on a fully diluted basis, considering the Company’s share capital as of the date of this Report .
5. Designation of the Consideration
The Consideration is designated, inter alia, for financing trials on a variety of indications for filling bone void using a live human bone graft, manufactured by Bonus BioGroup.
6. Delay in publication
In the period between May 3, 2018, and the date of this immediate report, the Company executed different and unrelated agreements with the Investors.
Submitting this immediate report was delayed, in accordance with the provisions of Regulation 36(b) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970, due to the request of a third party, which is not amongst the Investors, with whom the Company is conducting negotiations towards engagement under an agreement for material investment in the Company’s share capital, and which stipulated its willingness to consider investment in the Company upon delaying publication with respect to the engaging with other Investors until the engagement with such third party. Delay of filing this immediate report ended due to publishing the Company’s periodic report as of June 30, 2018, which includes information regarding investment agreements .
7. Necessary Approvals
Allotment of the securities is subject to obtaining the approval of TASE for listing the Allotted Shares and the shares that may derive from exercise of warrants.
8. Prohibiting or limiting transactions in the offered securities, under the Securities Law and Regulations
According to the Securities Law, 5728-1968, and the Securities Regulations (Details regarding Sections 15A to 15C of the Law), 5760-2000, the following limitations shall apply to sale of the Allotted Shares and of shares deriving from exercise of warrants (hereinafter in this Section: the “Shares”) through trade on TASE:
8.1. For six months from the date of allotting the Allotted Shares, it shall be prohibited to offer the Shares in the course of trade on TASE.
8.2. Upon the lapse of six months from the date of allotting the Allotted Shares and for six subsequent quarters, investors shall be entitled to offer on any given trading day a number of Shares that shall not exceed the average daily turnover of trade in the Company’s shares on TASE during the eight-week period preceding such date, provided an investor does not offer in a single quarter a number of shares exceeding one percent of the Company’s issued and settled share capital.
The shares subject to limitations from amongst the Allotted Shares, shall be held by a trustee for the period during which such limitations apply.

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