Announcement PDF Invion Limited (ASX: IVX) ACN 116 865 546 SHARE PURCHASE PLAN OFFER BOOKLET This is an important document and requires your immediate attention. You should read this Offer Booklet in full. Each Eligible Shareholder has the opportunity to participate in the Invion Share Purchase Plan (SPP) by applying for up to $30,000 of new Shares in Invion at 2.2 cents per Share without incurring brokerage or other transaction costs. This Offer Booklet provides details of the SPP and explains how Eligible Shareholders can participate. Application for new Shares under the SPP must be received by 5:00pm (Melbourne time) on 3 December 2021. Not for release or distribution in the United States or, except with the consent of Invion, elsewhere outside Australia and New Zealand. Contents 1. Letter from the Chairperson ..................................................................................................4 2. Key Dates .................................................................................................................................7 3. Summary of SPP ....................................................................................................................8 4. Terms and Conditions ....................................................................................................... 12 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 4.18 4.19 4.20 4.21 4.22 5. Offer ........................................................................................................................ 12 Eligible Shareholders .............................................................................................. 12 Issue Price .............................................................................................................. 13 Size of Investment .................................................................................................. 13 Amount to be raised and scale back ...................................................................... 13 Applications may be refused in full or part ............................................................. 13 Application for Shares under the SPP .................................................................... 13 Participation by single holders................................................................................. 15 Participation by joint holders ................................................................................... 16 Participation on behalf of beneficial owners by custodians, trustees or nominees 16 SPP Shares ............................................................................................................ 16 Underwriting ............................................................................................................ 17 Quotation and notification of allotment ................................................................... 17 Foreign securities restrictions ................................................................................ 17 ASIC Instrument 2019/547 ..................................................................................... 18 Withdrawal, suspension, termination, anomalies and disputes ............................. 18 Privacy policy .......................................................................................................... 18 Variation and termination ........................................................................................ 18 Taxation .................................................................................................................. 19 Governing law ......................................................................................................... 19 Inconsistency .......................................................................................................... 19 Contact us............................................................................................................... 19 Glossary and Interpretation ................................................................................................ 19 5.1 5.2 Definitions ............................................................................................................... 19 Interpretation ........................................................................................................... 21 page 2 Important Information This Offer Booklet does not provide financial advice and has been prepared without taking account of any person’s investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation and particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters. The offer of Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, which grants relief from the requirement for the Company to provide prospectus disclosure in relation to the SPP. This Offer Booklet does not constitute a prospectus or product disclosure statement and has not been lodged with ASIC. The issue of a prospectus or product disclosure statement is not required for the purpose of the SPP. You must rely on your own knowledge of the Company, previous disclosure made by the Company to ASX and, if necessary, consult with your professional adviser when deciding whether or not to participate in the SPP. The market price of Shares may rise or fall from now to when the Shares are issued or allotted to you under the SPP. If you apply to participate in the SPP by completing and returning the Application Form (or otherwise making a valid Application in accordance with these Terms and Conditions), you are accepting the risk that the market price of Shares may change between the time you make your Application and the Allotment Date. This means it is possible that, up to or after the Allotment Date, you may be able to buy Shares at a lower price than the Issue Price. Please read this Offer Booklet (in particular, the Terms and Conditions) carefully, as you will be bound by the Terms and Conditions in participating in the SPP. Shareholders accepting the SPP will also be bound by the constitution of the Company. This Offer Booklet is intended for use only in connection with the Offer to Eligible Shareholders in Australia or New Zealand. No action has been taken to permit an offering of Shares in any jurisdiction outside of Australia and New Zealand. The distribution of this Offer Booklet may be restricted by law and persons (including Custodians and nominees) who come into possession of this Offer Booklet should observe any such restrictions. This Offer Booklet may not be distributed or released in the United States. This Offer Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States or in any jurisdiction where such an offer or solicitation would be illegal. The Shares to be offered and sold under the SPP have not been, and will not be, registered under the Securities Act or the securities laws of any U.S. state or other jurisdiction of the Unites States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account of benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States). page 3 1. Letter from the Chairperson 22 November 2021 Dear Shareholder INVION SHARE PURCHASE PLAN AN OPPORTUNITY TO INCREASE YOUR SHAREHOLDING IN INVION On behalf of the Board, I am pleased to offer you the opportunity to participate in the Share Purchase Plan (SPP) recently announced by Invion Limited (IVX or Company). The SPP provides Eligible Shareholders with an opportunity to apply for up to $30,000 in new Shares (subject to any scale back), irrespective of the number of Shares they currently own, without having to pay brokerage or transaction costs (the Offer). The SPP aims to raise approximately $3 million (before costs).The launch of the SPP follows the recent announcement by IVX regarding the placement new Shares at an issue price of 2.2 cents per Share to raise $15 million (before costs) (Placement). The issue price of Shares issued under the SPP is 2.2 cents per Share (Issue Price), which is equal to the issue price under the Placement, and represents: • a 18.5% discount to IVX’s closing price of 2.7 cents per Share on 11 November 2021 (being the last trading day prior to the announcement of the Placement and SPP); and • a 19.7% discount to the Company’s 15-day VWAP of 2.74 cents. Participants in the Placement and SPP will be entitled to participate in an offer of one free attaching option for every two new Shares subscribed under the Placement and SPP, as applicable, with an exercise price of 4 cents per option and expiring 18 months from their issue date (Option Offer). The Option Offer will be made under a separate prospectus lodged with ASIC and ASX on or about the date of this Offer Booklet. Use of funds The funds raised from the Placement and the SPP will be allocated to: • subject to the Company obtaining Shareholder approval for the purposes of ASX Listing Rule 10.1: o the contribution of $5 million to RMW Cho Group Ltd (RMW) for development costs of the Photosoft™ technology, as disclosed to the ASX on 16 November 2021; and o funding of pre-clinical and clinical trials in the Territory granted for treatment of cancer and related diseases; • atherosclerosis and infectious disease discovery and development; • general working capital and operational costs; and • funding the costs of the Placement, SPP and Option Offer. page 4 Participation in SPP IVX is committed to ensuring that all Eligible Shareholders have the opportunity to participate in the SPP. The SPP is being offered exclusively to all Eligible Shareholders, being registered holders as at 7.00 pm (Melbourne time) on 15 November 2021 (Record Date) with a registered address in Australia or New Zealand. The SPP is also being offered to Eligible Shareholders who are Custodians to participate in the Offer on behalf of certain Eligible Beneficiaries, subject to the Terms and Conditions. Participation in the SPP is entirely voluntary and all Shares issued under the SPP will rank equally with existing Shares and will carry the same voting rights and entitlement to receive distributions. No brokerage, commissions or other transaction costs will apply to purchases under the SPP. Cap on SPP and Scale Back of Applications IVX aims to raise $3 million under the SPP (being approximately 136.4 million Shares at an issue price of 2.2 cents per Share). IVX reserves the right to increase the size of the SPP at its absolute discretion. If Applications under the SPP exceed $3 million (or a higher amount determined by the Company) (SPP Cap), the Company may scale back Applications received under the SPP on a pro rata basis outlined in section 3 of the offer booklet. The SPP Cap is designed to ensure all Eligible Shareholders have a reasonable opportunity to participate equitably in the future of the Company by: • ensuring that Eligible Shareholders who decide not to participate in the SPP are not significantly diluted; and • providing those who elect to participate in the SPP Offer in a meaningful way to maintain to the extent possible their respective interests. If Applications are scaled back, the share allocation of Eligible Shareholders participating in the SPP will be reduced on a pro rata basis based on the size of the existing security holding of the Eligible Shareholder as at the Record Date. If Applications are scaled back, any excess Application monies will be refunded without interest. How to accept this offer The SPP opens at 9.00 am (Melbourne time) on 22 November 2021 and will close at 5.00 pm on 3 December 2021 (unless extended). Late Applications may be accepted or rejected in the absolute discretion of the Company. IVX also reserves the right to vary the Closing Date without prior notice subject to the Corporations Act and the ASX Listing Rules. To apply for Shares under the SPP, please follow the instructions on the enclosed personalised Application Form. To participate in the Offer you must complete and return the Application Form together with your cheque, bank draft or money order in Australian dollars by 5.00 pm (Melbourne time) on 3 December 2021. Alternatively, you can pay by BPAY® (for Australian Shareholders only), in which case you do not need to return the Application Form. Questions and further information This Offer Booklet contains important information about the SPP to assist you in deciding whether to participate in the SPP. You should read this Offer Booklet carefully and in its entirety before deciding whether to apply. page 5 If you have any questions in relation to how to participate in the SPP, please contact the Company, on +61 3 9692 7222, between the hours of 8:30am and 5:00pm (Melbourne time), Monday to Friday or consult your financial or other professional adviser. If you have any questions in relation to whether an investment in IVX through the SPP is appropriate for you, please contact your stockbroker, accountant or other professional adviser. Thank you for your continued support of IVX. Yours faithfully Thian Chew Chairperson Invion Limited Dated: 22 November 2021 page 6 2. Key Dates Event Date Record Date 15 November 2021 Announcement and Despatch of SPP Offer Booklet 22 November 2021 SPP Opens 9.00am (Melbourne time) on 22 November 2021 SPP Closes 5.00pm (Melbourne time) on 3 December 2021 SPP results announced to the ASX 8 December 2021 Issue of SPP Shares under SPP 10 December 2021 Trading of all SPP Shares (subject to ASX Listing Rules) 10 December 2021 Despatch of holding statements to Eligible Shareholders participating in the SPP by 15 December 2021 Note - dates and times in this Offer Booklet are indicative only and subject to change. IVX reserves the right, subject to the Corporations Act, ASX Listing Rules and other applicable laws, to vary any or all of the dates and times of the SPP without prior notice, including extending the SPP or to withdraw the SPP without prior notice. Any extension of the Closing Date will have a consequential effect on the issue date of Shares under the SPP. The commencement of quotation of Shares under the SPP is subject to confirmation from ASX. All times are Melbourne time. page 7 3. Summary of SPP You should read this section in conjunction with the Terms and Conditions of the SPP set out in section 4 of this Booklet. Key SPP details SPP Offer Summary The SPP provides Eligible Shareholders with an opportunity to apply for up to $30,000 in new Shares (subject to any scale back) irrespective of the number of Shares they currently own without having to pay brokerage or transaction costs. The SPP aims to raise approximately $3 million, is not underwritten and is subject to certain terms and conditions. Eligible Shareholders who participate in the SPP will also be eligible to participate in the Option Offer, to subscribe for one free attaching option for every two new Shares subscribed for under the SPP, with an exercise price of 4 cents per option and an expiry date 18 months from their issue. Purpose of the SPP The funds raised from the Placement and the SPP will be utilised for: • Voluntary participation subject to the Company obtaining Shareholder approval for the purposes of ASX Listing Rule 10.1: o a contribution of $5 million to RMW for development costs of the Photosoft™ technology, as disclosed to the ASX on 16 November 2021; and o funding of pre-clinical and clinical trials in the Territory granted for treatment of cancer and related diseases; • atherosclerosis and infectious disease discovery and development; • general working capital and operational costs; and • funding the costs of the Placement, SPP and Option Offer. Participation in the SPP is entirely voluntary. Before deciding on whether to participate in the SPP, you should consider the Company's latest financial statements and recent announcements to ASX (ASX:IVX) and, if you are in any doubt, consult your independent financial and taxation advisers. If you do not wish to participate in the SPP, do nothing. Issue Price of the Shares The issue price for each Share under the SPP will be 2.2 cents per Share (Issue Price), which is equal to the issue price under the Placement and which represents a 18.5% discount to IVX’s closing price of 2.7 cents per Share and a discount of 19.7% to the Company’s 15-day VWAP of 2.74 cents on 11 November 2021 (being the last trading day prior to the announcement of the Placement and SPP). page 8 The current price of Shares can be obtained from the ASX website. The market price of Shares may rise or fall from now to when the Shares are issued or allotted to you under the SPP. If you apply to participate in the SPP by completing and returning the Application Form (or otherwise making a valid Application in accordance with the Terms and Conditions), you are accepting the risk that the market price of Shares may change between the time you make your Application and the Allotment Date. This means it is possible that, up to or after the Allotment Date, you may be able to buy Shares at a lower price than the Issue Price. Eligible Shareholders Eligible Shareholders under the SPP are registered holders of Shares in the Company at 7.00pm Melbourne time on 15 November 2021 (Record Date) having a registered address in either Australia or New Zealand. The SPP is also being extended to Eligible Shareholders who are Custodians or nominees to participate on behalf of Eligible Beneficiaries on the Terms and Conditions. The Company has determined that the SPP may only be accepted by residents of Australia and New Zealand. To the extent that you hold Shares on behalf of another person resident outside Australia or New Zealand, it is your responsibility to ensure that acceptance of the SPP complies with all applicable laws. Non-transferable The SPP offer is non-renounceable and cannot be transferred to any other person. Investment amount If you are an Eligible Shareholder, you may apply to purchase a Parcel of Shares valued at $2,500, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000. The number of Shares issued to an applicant will be rounded up to the nearest whole number after dividing the application monies by the Issue Price. If Applications are scaled back, the share allocation of Eligible Shareholders participating in the SPP will be reduced on a pro rata basis based on the size of the existing security holding of the Eligible Shareholder as at the Record Date. How to apply You may apply for Shares by: (a) completing the enclosed Application Form and returning it together with your cheque, bank draft or money order drawn on an Australian bank and in Australian dollars to the Company's Share Registry in accordance with the instructions on the Application Form; or (b) by making a BPAY® payment (for Australian Shareholders only) using the customer reference number shown on your Application Form, in which case you do not need to return your Application Form. If you make a payment by BPAY® and the Company receives an amount that is less than the whole amount for which page 9 Shares may be applied (see section 4.4 of this Offer Booklet) the value of Shares for which you apply will be rounded down to the next lowest whole amount (see section 4.4 of this Offer Booklet). Any amount not applied to your Application will be refunded without interest. Please do not forward cash. Receipts for payment will not be issued. Applications must be received by 5.00pm (Melbourne time) on 3 December 2021. Applications received after that time will not be accepted. Applications and payments under the SPP may not be withdrawn once they have been received by IVX. Application money will not bear interest as against IVX under any circumstances. Please read the enclosed Application Form for further details of how to apply for Shares under the SPP. Rights attached to Shares Shares issued under the SPP are fully paid ordinary shares in the Company. Shares issued under the SPP will rank equally with the existing fully paid ordinary shares of the Company, carrying the same voting rights and other entitlements. Custodians and nominees If you are a Custodian and you hold Shares on behalf of one or more persons that are not Custodians but are Eligible Beneficiaries (each a Participating Beneficiary), you may contribute a maximum of $30,000 in applying for Shares for each Participating Beneficiary on whose behalf you or a downstream Custodian holds Shares (but joint holders are taken to be a single holder). This is subject to you providing IVX with a Custodian certificate (Custodian Certificate) certifying the following: (a) that you are a Custodian (as that term is defined in paragraph 4 of ASIC Instrument 2019/547); (b) that you held Shares on behalf of the Participating Beneficiary as at the Record Date who has instructed you to apply for Shares on their behalf under the SPP and that the Participating Beneficiary was provided with a copy of this Offer Booklet before giving such instruction; (c) there are no Participating Beneficiaries in respect of which the total Issue Price for the following exceeds $30,000: (i) the shares or interests applied for by you under the SPP are in accordance with the instructions of the Participating Beneficiaries; and (ii) any other Shares issued to you in the 12 months before the Application as a result of an instruction given by a Participating Beneficiary to you or a downstream Custodian to apply for Shares on their behalf under an arrangement similar to the SPP; and page 10 (d) that the matters required by paragraph 8(3) of ASIC Instrument 2019/547 have been complied with, and that the information given by the Custodian in that Custodian Certificate is true, correct and not misleading. Custodians who wish to apply on behalf of one or more Participating Beneficiaries should contact the Company's Share Registry, Link Market Services, on 1300 554 474 between the hours of 8:30am and 7:30pm (Melbourne time), Monday to Friday to obtain a Custodian Certificate. Applications by Custodians must be accompanied by a completed Custodian Certificate. If you are not a Custodian, the rules for multiple single holdings apply and you may only contribute a maximum of $30,000 in applying for Shares. Custodians are not eligible to participate on behalf of a person who resides outside Australia or New Zealand. Issue of Shares Holding statements are expected to be despatched by 15 December 2021. Oversubscriptions The amount that each Eligible Shareholder can apply for under the SPP is capped at $30,000. The SPP aims to raise up to $3 million. IVX may decide to accept applications (in whole or in part) that result in the SPP raising less than this amount in its absolute discretion. IVX (in its absolute discretion) reserves the right to increase the size of the SPP. The SPP Cap is designed to ensure all Eligible Shareholders have a reasonable opportunity to participate equitably in the future of the Company by: • ensuring that Eligible Shareholders who decide not to participate in the SPP are not significantly diluted; and • providing those who elect to participate in the SPP Offer in a meaningful way to maintain to the extent possible their respective interests. If Applications are scaled back, the share allocation of Eligible Shareholders participating in the SPP will be reduced on a pro rata basis based on the size of the existing security holding of the Eligible Shareholder as at the Record Date. If there is a scale back, you may not receive all the Shares for which you have applied. If a scale back produces a fractional number when applied to your Parcel, the number of Shares you will be allotted will be rounded down. If there is a scale back, IVX will refund to you, the difference between your Application money and the total Issue Price for the Shares allotted to you (provided that you will not receive a refund for an amount which is less than the Issue Price of one Share). Any excess Application monies will be refunded without interest. page 11 Refunds Any application monies refunded by IVX will be paid by cheque or direct credit (the payment method will be determined by IVX in its absolute discretion) in Australian currency. By applying for Shares, each Eligible Shareholder authorises IVX to pay any monies to be refunded by using the payment instructions of the Eligible Shareholder recorded in the Share Registry’s records if IVX should elect to pay in this manner. More information If you have any further queries in relation to the SPP, please contact the Company, on +61 3 9692 7222 between the hours of 8:30am and 5:00pm (Melbourne time), Monday to Friday. 4. Terms and Conditions The Share Purchase Plan (SPP) being offered by Invion Limited (ASX:IVX) (IVX or the Company) provides Eligible Shareholders (refer to section 4.2 below) with the opportunity to purchase additional fully paid ordinary shares in the Company (Shares) without incurring brokerage and other transaction costs. The Company is offering the SPP to allow Eligible Shareholders the opportunity to increase their holding in the Company in a cost effective manner, at the Issue Price set out in section 4.3 below. Details of the SPP and how to participate are set out below. The previous sections of this Offer Booklet and the Application Form form part of these Terms and Conditions. Terms used in this Offer Booklet are defined in the Glossary in Section 5. 4.1 4.2 Offer 4.1.1 The Company offers each Eligible Shareholder the opportunity to purchase up to $30,000 of SPP Shares under the SPP subject to and in accordance with the terms and conditions set out below, in the previous sections of this Offer Booklet and the Application Form (Offer). 4.1.2 The Offer opens on 22 November 2021 and closes at 5.00 pm (Melbourne time) on 3 December 2021 (or such other date as the Company determines, in its absolute discretion). 4.1.3 Participation in the SPP is voluntary. If you choose not to participate in the SPP, your right to participate lapses at the Closing Date, being 5.00 pm Melbourne time on 3 December 2021 (or such other date as the Company determines, in its absolute discretion). 4.1.4 The Offer is non-transferable and, therefore, Eligible Shareholders cannot transfer their right to purchase Shares to a third party. 4.1.5 The Offer to each Eligible Shareholder (whether as a Custodian or on its own account) is made on the same terms and conditions. Eligible Shareholders Registered holders of Shares in the Company at 7.00pm Melbourne time on 15 November 2021 (Record Date) having a registered address in either Australia or New Zealand are eligible to participate in the SPP (Eligible Shareholders). page 12 The Company has determined that the SPP may only be accepted by residents of Australia and New Zealand. In the opinion of the Company these places are the only places in which it is lawful and practical for the Company to offer the SPP. To the extent that you hold Shares on behalf of another person resident outside Australia or New Zealand, it is your responsibility to ensure that acceptance of the Offer complies with all applicable laws. 4.3 Issue Price The issue price for each Share under the SPP will be 2.2 cents per Share, which is equal to the issue price under the Placement and which represents a 18% discount to the Company’s closing price of 2.7 cents or a discount of 19.7% to the Company’s 15-day VWAP of 2.74 cents per Share on 11 November 2021 (being the last trading day prior to the announcement of the Placement and SPP) (Issue Price). The current price of Shares can be obtained from the ASX website. You agree to pay the Issue Price for each Share you apply for. 4.4 Size of Investment If you are an Eligible Shareholder, you may apply to purchase a Parcel of Shares valued at $2,500, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000. This Parcel may be subject to a scale back and rounding. Eligible Shareholders may only acquire a maximum of $30,000 worth of Shares under a share purchase plan in any 12-month period. This means that Eligible Shareholders must not acquire more than $30,000 worth of Shares, in aggregate, under this SPP. These limitations apply even if you receive more than one Application Form or if you hold Shares in more than one capacity, e.g. if you are both a sole and joint holder of Shares as described below. 4.5 Amount to be raised and scale back The Company (in its absolute discretion) reserves the right to increase the size of the SPP. If Applications are scaled back, the share allocation of Eligible Shareholders participating in the SPP will be reduced on a pro rata basis based on the size of the existing security holding of the Eligible Shareholder as at the Record Date. If there is a scale back, you may not receive all the Shares for which you have applied. If a scale back produces a fractional number when applied to your Parcel, the number of Shares you will be allotted will be rounded down. If there is a scale back, the Company will refund to you by direct credit deposit to your nominated bank account or by cheque, the difference between your Application money and the total Issue Price for the Shares allotted to you (provided that you will not receive a refund for an amount which is less than the Issue Price of one Share). If Applications are scaled back, any excess Application monies will be refunded without interest. 4.6 Applications may be refused in full