Simavita Limited

December 19, 2013 18:00 ET

Simavita Limited Submits CDI Prospectus for Proposed Australian Listing

SYDNEY, AUSTRALIA--(Marketwired - Dec. 19, 2013) - Simavita Limited (TSX VENTURE:SV) ("Simavita" or the "Company") announced that, in furtherance of its proposed listing on the Australian Stock Exchange ("ASX"), the Company has filed with the Australian Securities and Investment Commission ("ASIC") a prospectus only in Australia (the "Prospectus") to raise a maximum of A$1.1 million, offering up to 2,700,000 CHESS Depositary Interests ("CDIs") at an issue price of A$0.41 per CDI (the "Offering"). The funds raised pursuant to the Offering will complement Simavita's A$13.9 million financing that was completed concurrently with Simavita's listing on the TSX Venture Exchange (the "TSX-V") in late November 2013. Subject to regulatory approval, Simavita anticipates the closing of the Offering to occur early in 2014 with trading on the ASX to start immediately thereafter.

One common share will be issued for each CDI upon the CDI holder's election to convert; however, CDIs while issued, will be held in trust by CHESS Depositary Nominees Pty Ltd (CDN). CDIs are frequently used for trading foreign common shares on the ASX. CDIs are traded in a manner similar to common shares. Subject to regulatory approval and completion of the Offering, the CDIs will be listed for trading on the ASX and the common shares will continue to be listed on the TSX-V.

The TSX-V has granted conditional acceptance for the issuance of the common shares which underlie the CDIs, however, there is no certainty that the Offering will be completed as currently contemplated.

The use of proceeds from the Offering will primarily be used for working capital to build inventory and support the US Distribution Agreement with Medline. The funds will also be used to develop new products over the coming one - two years, and launch into new markets commencing immediately in the United States, followed by Canada and Europe.

Philippa Lewis, CEO and Managing Director of Simavita, commented: "Listing on the ASX will help us to maintain the strong momentum that we have built around our North American distribution agreement, and support our roll out in the US from January 2014. The Australian listing is important to Simavita - we are an Australian company, and have spent years working with the aged care industry in Australia to develop, test and improve our SIM™ incontinence device. The dual listing provides us with important access to North American opportunities and investors but also allows us to remain in Australia where our technology was developed and commercialized. We think that trading in both markets will be beneficial to Simavita and our shareholders."

The Company advises that the distribution of the Prospectus in jurisdictions outside Australia is not intended and may be restricted by law. This Offering is not being made in Canada. Persons who are residents in countries other than Australia who come into possession of the Prospectus should seek professional advice on and observe any of these restrictions. Failure to comply with these restrictions may violate applicable securities laws.

The offer of CDIs is made by Simavita Limited ARBN 165 831 309 pursuant to a replacement prospectus dated December 17, 2013 (the "Replacement Prospectus"). A copy of the Replacement Prospectus is available at The offer of CDIs is contained in the Replacement Prospectus and Australian investors should consider the Replacement Prospectus in deciding whether to subscribe for CDIs. Any Australian investor wishing to apply will need to complete the Application Form in the Replacement Prospectus.

About Simavita Limited

Simavita Limited is a global leader in the area of incontinence management. Simavita Limited has developed and commercialised the world's first instrumented and integrated system of incontinence assessment and management known as SIM™.

The TSX Venture Exchange has in no way passed upon the merits of the transactions set out herein and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange not its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this Release.

Forward-Looking Information

This document may contain "forward-looking information" within the meaning of Canadian securities laws ("forward-looking information"). This forward-looking information is given as of the date of this document.

Forward-looking information relates to future events or future performance and reflects Simavita management's expectations or beliefs regarding future events and includes, but is not limited to, information with respect to the successful completion of the Offering and the use of proceeds from the Offering. Assumptions upon which such forward-looking information is based include that Simavita will be able to successfully execute on its business plans. Many of these assumptions are based on factors and events that are not within the control of Simavita and there is no assurance they will prove to be correct.

In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "potential", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or information that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Simavita to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, risks related to actual results of current business activities; changes in business plans and strategy as plans continue to be refined; other risks of the medical devices and technology industry; delays in obtaining governmental approvals or financing or in the completion of development activities; as well as those factors detailed from time to time in Simavita's interim and annual financial statements and management's discussion and analysis of those statements. Although Simavita has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Simavita provides no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.

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