HeartWare Ltd Offers Shareholders Discounted Shares on ASX

Sydney, May 19, 2006 AEST (ABN Newswire) - HeartWare Limited (ASX: HTW) announced to shareholders the Share Purchase Plan dated 19 May 2006 (Plan). The Plan allows shareholders to purchase up to A$5,000 worth of ordinary shares in HeartWare Limited (Heartware or the Company) at A$1.10 per share, which is an issue price discounted to the market price of HeartWare shares on the Australian Stock Exchange (ASX) and free of brokerage or transaction costs.

The Company has recently received commitments to raise approximately A$32.5 million through a private placement to sophisticated and institutional investors at an issue price of A$1.10 (the Private Placement), subject to the approval of shareholders at the Annual General Meeting, which will be held on 23 May 2006. By making this offer to shareholders under the Plan, HeartWare is providing shareholders with the opportunity to acquire shares at the same price which was made available under the Private Placement.

Funds raised by the issue of shares under the Plan (and the Private Placement) will be used for the commercialization and further development of the Company's HVAD technology (including completion of the EU and Australian clinical trials and commencement of the US trials), the advancement of the miniaturized VAD (MVAD) program, a manufacturing scale-up and general working capital.

Participation in the Plan is open to all shareholders registered as holders of ordinary shares in HeartWare as at 5pm (Sydney time) on 17 May 2006 and whose address in HeartWare's share register is in Australia or New Zealand. Due to the high regulatory and legal costs of preparing and lodging the required documents in overseas jurisdictions, HeartWare will not be making an offer under the Plan to any other overseas shareholders (including in the United States of America).

The issue price of shares being offered under the Plan is A$1.10 which represents a discount of approximately 3% to the weighted average market price of HeartWare shares traded on ASX during the 5 trading days prior to announcement of the offer under the Plan on 10 May 2006.

The market price of HeartWare shares may rise or fall between the date of this offer and the date on which the shares are issued under the Plan. This means that the issue price for shares offered under the Plan may exceed the market price of those shares at the date of allotment of the shares under the offer. The Board of HeartWare recommends shareholders obtain advice from financial, legal or other advisors in relation to this offer and consider, without limitation, price movements of shares in HeartWare before accepting the offer. An investment in HeartWare should be considered to be speculative in nature.

Australian and New Zealand Shareholders who would like to participate, and make application for shares under the Plan must select either 2,728 shares (with a total issue price of A$3,000.80), 3,637 shares (with a total issue price of $4,000.70) or 4,545 shares (with a total issue price of A$4,999.50).

Participation in the Plan is entirely at the option of shareholders, however entitlement to participate in the Plan is non-renouncable. This means that the right to participate in the Plan cannot be transferred to another party.

Shareholders wishing to participate in the Plan, should:
1. Obtain and Complete the an Application Form, indicating how many shares applied for under the Plan; and
2. Enclose a cheque payable to "Heartware Limited - Share Purchase Plan"
and submit it to the Company's share registry, at:
Registries Limited
Level 2
28 Margaret Street
Sydney NSW 2000

To be received no later than 5.30pm (Sydney time) on 5 June 2006. Shares to be issued under the Plan will be issued within 15 business days after the closing date for applications and HeartWare will, promptly after issue of shares under the Plan, apply for the shares to be listed for quotation on the official list of ASX.

Any questions in relation to the Plan or documentation can be made by contacting the Company Secretary, David McIntyre, on (02) 8215 7600.