ANTEOTECH LTD - Capital/Financing Update 2015

Offer Document

Anteo Diagnostics Limited

ABN 75 070 028 625

In relation to a non-renounceable pro rata offer to Eligible Shareholders on the basis of 1 New Share for every 5.35 Existing Shares held on the Record Date, at an issue price of 7.5 cents per New Share to raise up to $12,018,427 ( Offer )

ASX Code: ADO

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Important Notice

This Offer is pursuant to section 708AA of the Corporations Act and does not require disclosure under a disclosure document.

This Offer Document is not a prospectus. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding the New Shares offered by this Offer Document.

This Offer Document provides important information to assist investors in deciding whether or not to invest in the Company and should be read in its entirety. If you are in any doubt as to how to deal with this document, please consult your professional adviser.

Important Information

Privacy

This offer document is dated 30 November 2015.

No Prospectus

This Offer Document is not a prospectus. It does not contain all of the information that an investor would find in a prospectus This document has not been nor is it required to be lodged with the Australian Securities and Investments Commission..

Speculative

It is important that Eligible Shareholders read this Offer Document in its entirety before deciding to invest so that they may make an informed assessment of the effect of the Offer on the Company and the rights attaching to the New Shares (and Top-Up Shares) offered by this Offer Document. An investment in the Company must be considered highly speculative. Refer to Section 3 of this Offer Document for details relating to risks involved with an investment in the Company. Eligible Shareholders may only apply for New Shares on an Entitlement and Acceptance Form.

The Entitlement and Acceptance Form accompanying this Offer Document requires you to provide information that may be personal information for the purposes of the Privacy Act 1988 (Cth). The Company (and the Share Registry on its behalf) may collect, hold and use that personal information in order to assess your application, service your needs as an investor in the Company, provide facilities and services that you request or that are connected with your investment in the Company and carry out appropriate administration. You may request access to your personal information held by the Company or the Share Registry by contacting the Company Secretary.

Future Performance and Forward Looking

Statements

Neither the Company nor any person named in this Offer Document warrants or guarantees the future performance of the Company or any investment made under this Offer Document. Forward looking statements, opinions and estimates provided in this Offer Document are based on assumptions and contingencies, which are subject to change without notice.

Foreign Jurisdictions

This Offer Document does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Offer Document in jurisdictions outside Australia may be restricted by law and any person who comes into possession of this Offer Document should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Please refer to section 1.15 for further information.

Disclaimer of Representations

No person is authorised to provide any information or to make any representation in connection with the Offer described in this Offer Document that is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company or any other person in connection with the Offers.

Consents

None of the parties named in this Offer Document have made or authorised the making of any statement on which a statement in this Offer Document is based.

Definitions

Certain abbreviations and other defined terms are used throughout this Offer Document. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 5 of this Offer Document.

Enquiries

If you have any questions please call the Company on (617) 3219 0085 or the Share Registry on (612) 9290 9600. Alternatively, consult your broker or other professional advisor.

	Table of Contents	Table of Contents
1	DETAILS of the offer .............................................................................................. 4
	1.1	The Offer .............................................................................................................. 4
	1.2	Indicative Timetable ............................................................................................. 4
	1.3	Acceptances.......................................................................................................... 4
	1.4	Record Date and Entitlement ................................................................................ 5
	1.5	Use of Funds ......................................................................................................... 5
	1.6	Effect on Capital Structure .................................................................................... 5
	1.7	Trading Rights ....................................................................................................... 6
	1.8	Rights Issue Notice ................................................................................................ 6
	1.9	Dilution ................................................................................................................ 6
	1.10	Not a prospectus ................................................................................................... 6
	1.11	Continuous Disclosure and Documents available for inspection ............................. 6
	1.12	Application money held in trust ............................................................................ 7
	1.13	Allotment ............................................................................................................. 7
	1.14	Eligible Shareholders............................................................................................. 7
	1.15	Foreign Shareholders ............................................................................................ 8
	1.16	Beneficial holders, nominees, trustees and custodians ........................................ 11
	1.17	CHESS and issuer sponsored holdings .................................................................. 11
	1.18	Taxation Implications .......................................................................................... 12
	1.19	Rights attaching to shares ................................................................................... 12
	1.20	Privacy Statement ............................................................................................... 12
2	ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS ..................................... 13
	2.1	What you may do ............................................................................................... 13
	2.2	If you wish to take up all or some of your Entitlement ......................................... 13
	2.3	To apply for Top-Up Shares ................................................................................. 14
	2.4	If you do not wish to take up any of your Entitlement ......................................... 14
	2.5	Payment for New Shares ..................................................................................... 14
	2.6	Shortfall .............................................................................................................. 16
	2.7	Queries ............................................................................................................... 16
3	INVESTMENT AND BUSINESS RISK FACTORS .............................................. 16
	3.1	Company and industry risks ................................................................................ 17
	3.2	General investment risks..................................................................................... 20
4	UNDERWRITING ................................................................................................... 21
	4.1	Conditional Underwriting Agreement .................................................................. 21
	4.2	Effect on Dilution ................................................................................................ 21

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	4.3 Summary of the Underwriting Agreement ........................................................... 22
	4.4 Sub-underwriting arrangements ......................................................................... 23
5	GLOSSARY ........................................................................................................... 24
6	EnquirIes ............................................................................................................... 25

ENTITLEMENT AND ACCEPTANCE FORM

Corporate Directory

Directors

Mr Mark Bouris (Non-Executive Chairman) Dr Geoff Cumming (CEO)

Mr Richard Martin (Executive Director) Ms Sandra Andersen (Non-Executive Director) Dr John Hurrell (Non-Executive Director)

Company Secretary

Mr Shane Hartwig

Chief Financial Officer

Mr Richard Martin

Share Registry

Registered Office

Unit 4, 26 Brandl Street Eight Mile Plains QLD 4113

Boardroom Pty Limited Level 7, 207 Kent Street, Sydney NSW 2000

Principal Place of Business

Unit 4, 26 Brandl Street Eight Mile Plains QLD 4113

Website: www.anteodx.com

Solicitors to the Offer

ClarkeKann Lawyers Level 4, 9 Castlereagh Street Sydney NSW 2000

Offer Summary

Number of Shares on issue prior to the Offer	857,314,493
Entitlement	1 New Share for every 5.35 Shares held as at
	the Record Date
Issue Price per New Share	7.5 cents
Maximum proceeds of the Offer*	$12,018,427
Maximum number of New Shares offered by this Offer	160,245,700
Document
Total Shares on issue after completion (fully subscribed basis)	1,017,560,193
Record Date	Friday, 4 December 2015
Offer opens	Tuesday, 8 December 2015
Offer closes	Wednesday, 16 December 2015

* Excluding costs of the Offer.

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Chairman’s Letter

Dear Eligible Shareholder,

Non-Renounceable Rights Issue

On behalf of Anteo Diagnostics Limited ( Company ), I am pleased to invite you to participate in the Non-Renounceable Offer to Eligible Shareholders. The Offer is seeking to raise up to $12,018,427 on the basis of an offer to Existing Shareholders of 1 New Share for every 5.35 Shares held as at the Record Date at a subscription price of 7.5 cents per New Share. Shareholders who have applied to take up all their rights to New Shares may also apply for TopUp Shares at the Issue Price.

The Company has entered into a conditional underwriting agreement with PAC Partners Pty Ltd, and provided all the conditions are either satisfied or waived, it will underwrite the Offer up to a maximum $12,018,427 (subject to the fulfilment of a number of conditions).

The funds raised by the Offer will assist in providing the means for the Company to complete the acquisition of DIAsource ImmunoAssays S.A., as announced to the ASX on 26 August 2015, cover the costs of the transaction (including this Offer) and to provide working capital for the Company.

Under the Offer, Existing Shareholders are able to purchase additional fully paid ordinary shares in the Company (ranking equally with existing fully paid ordinary shares) without brokerage costs.

Before you make your investment you are asked to read this Offer Document in its entirety and to seek professional advice.

On behalf of the Board I invite you to consider the information provided in this Offer Document and encourage you to participate in the Offer.

Yours faithfully

Mark Bouris

Chairman

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1 DETAILS OF THE OFFER

1.1 The Offer

This Offer Document invites Eligible Shareholders to participate in a NonRenounceable offer of 160,245,700 New Shares. Each Eligible Shareholder is being offered 1 New Share for every 5.35 Shares held at 7.00pm (AEDT) on the Record Date (being Friday, 4 December 2015). The Issue Price is 7.5 cents per New Share, and the issue of New Shares pursuant to this Offer is intended to raise up to $12,018,427 before costs of the Offer.

Applications for New Shares under this Offer Document must be made on an Entitlement and Acceptance Form. You should read this Offer Document in full before deciding to accept your Entitlement or subscribe for New Shares. Applicants should also read the instructions on the Entitlement and Acceptance Form before applying for New Shares.

1.2 Indicative Timetable

Announcement of Offer, Appendix 3B, cleansing notice and Offer	Monday, 30 November 2015
Document lodged with ASX
Notice sent to security holders	Tuesday, 1 December 2015
Record Date (for determining entitlements to participate in the	Friday, 4 December 2015
Offer)
Offer Document sent to Eligible Shareholders with Entitlement	Monday, 7 December 2015
and Acceptance Form and announcement of issue of the Offer
Document.
Offer opens	Tuesday, 8 December 2015
Closing Date for Offer	Wednesday, 16 December 2015
Company to notify ASX of under subscriptions	Monday, 21 December 2015
Issue of New Shares pursuant to the Offer and deferred	Wednesday, 23 December 2015
settlement trading ends. Company to confirm to ASX Appendix 3B
Trading on ASX of New Shares	Thursday, 24 December 2015

These dates are indicative only and subject to change. Subject to the Corporations Act, the ASX Listing Rules and other applicable laws, the Company reserves the right to change any of these dates without notice. This may include extending the Offer, closing the Offer early or accepting late Applications, either generally or in particular cases. You are encouraged to submit your Entitlement and Acceptance Form as soon as possible.

1.3 Acceptances

This Offer may be accepted in whole or in part prior to the Closing Date subject to the rights of the Company to extend the Offer period.

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Instructions for accepting your Entitlement are set out in section 2.2 and on the Entitlement and Acceptance Form that accompanies this Offer Document.

1.4 Record Date and Entitlement

Eligible Shareholders will be entitled to subscribe for 1 New Share for every 5.35 Shares held by them at 7.00pm (AEDT) on the Record Date (being Friday 4 December 2015).

The number of New Shares to which you are entitled is shown on the personalised Entitlement and Acceptance Form that accompanies this Offer Document. Eligible Shareholders may subscribe for all, part or none of their Entitlement.

1.5 Use of Funds

The Offer is intended raise up to $12,018,427 before costs of the Offer. Assuming full subscription, it is currently expected that the funds raised from the Offer will be applied as follows:

Indicative Use of Funds Allocated Funds	Indicative Use of Funds Allocated Funds
Consideration for the acquisition of 100% of the equity in DIAsource ImmunoAssays SA
	$6,649,907

General Working Capital $4,647,414
Costs of the Offer $721,106
Total $12,018,427

The Company’s actual allocation of funds may change depending on the circumstances in which its business develops and operates. The Company will provide details of its actual expenditure in its periodic reports and as otherwise required by the ASX Listing Rules.

1.6 Effect on Capital Structure

The securities on issue as at the date of this Offer Document and following the Offer will be as follows:

Detail	Number
Issued Shares at the date of this	857,314,493
Offer Document
New Shares to be issued under the	160,245,700
Offer
Total Shares following the Offer	1,017,560,193

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Unlisted options		9,700,000 (exercise price of $0.12 expiring 15.08.2017);
		9,000,000 (exercise price of $0.12 expiring 31.10.2017);
		4,000,000 (exercise price of $0.12 expiring 15.12.2018);
		1,900,000 (exercise price of $0.135 expiring 16.04.2019);
		17,000,000 (exercise price of $0.20 expiring 10.11.2018);
		1,000,000 (exercise price of $0.20 expiring 15.12.2018);
		1,000,000 (exercise price of $0.25 expiring 24.02.2018);
		1,200,000 (exercise price of $0.265 expiring 16.04.2018).

Note: The number of New Shares to be issued assumes that the Offer is fully subscribed, and is subject to rounding.

1.7 Trading Rights

The rights of the New Shares are Non-Renounceable. Accordingly, you may not trade on ASX or otherwise transfer your Entitlement to any other party during the Offer period, which commences on Tuesday, 8 December 2015 and ends on Wednesday, 16 December 2015.

1.8 Rights Issue Notice

The Company has lodged with ASX a notice in accordance with section 708AA of the Corporations Act that sets out, amongst other information, the effect of the Offer on the control of the Company, taking into account the current shareholdings. This notice may be reviewed in the Company’s announcements on ASX.

1.9 Dilution

Eligible Shareholders who take up their Entitlement in full will not have their percentage holding in the Company diluted as a result of the Offer. Eligible Shareholders who do not take up their Entitlement in full will have their percentage holding in the Company diluted as a result of the Offer.

1.10 Not a prospectus

In accordance with section 708AA of the Corporations Act, this Offer is being made without a prospectus. This Offer Document is not a prospectus nor does it contain all of the information that an investor would find in a prospectus.

1.11 Continuous Disclosure and Documents available for inspection

The Company is a "disclosing entity" for the purposes of Part 1.2A of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations which require it to disclose to the ASX any information that, a reasonable person would expect to have a material effect on the price or value of the securities of the Company. The Company's announcements are available free of charge on the ASX website or on request to the Company.

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1.12 Application money held in trust

Application Monies will be held in trust in a subscription account until allotment. The subscription account will be established and kept by the Company on behalf of the Applicants until allotment of the New Shares to the Applicants. In the event that an Applicant is not issued with New Shares in full satisfaction of the Application Monies provided, the relevant Application Monies will be refunded without interest.

1.13 Allotment

Allotment of New Shares will take place as soon as practicable after the Closing Date. The Company, irrespective of when the allotment of New Shares takes place, will retain any interest earned on the application monies.

It is the responsibility of Applicants to confirm the number of New Shares allotted to them prior to trading in the securities. Applicants who sell New Shares before they receive notification of the number of securities allocated to them do so at their own risk.

If an Entitlement and Acceptance Form is not completed correctly, or if the accompanying payment of the Application Monies is for the wrong amount, it may still be treated as a valid Application. The Directors' decision whether to treat the Application as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final. However, an Applicant will not be treated as having applied for more New Shares than is indicated by the sum of the cheque for the Application Monies.

1.14 Eligible Shareholders

An Eligible Shareholder is a person who:

is registered as a holder of Shares on the Record Date; and
has a registered address in Australia, New Zealand, British Virgin Islands, China, Singapore, Austria, Germany or is otherwise eligible under all applicable securities laws to receive an offer of Shares under the Offer.

Please refer to section 1.15 for the treatment of foreign Shareholders.

A Shareholder who is not an Eligible Shareholder is an Ineligible Shareholder.

The Company has determined, in reliance on ASX Listing Rule 7.7.1, that it would be unreasonable to extend the Offer to Ineligible Shareholders, having regard to:

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the small number of Ineligible Shareholders;
the small number and value of the Shares which would be offered to Ineligible Shareholders if they were Eligible Shareholders; and
the cost of complying with the legal and regulatory requirements in the respective overseas jurisdictions.

Accordingly, the Offer is not being extended to any Shareholders outside Australia, New Zealand, British Virgin Islands, China, Singapore, Austria or Germany unless that Shareholder would be eligible under all applicable securities laws to receive an offer of, and be issued, Shares under the Offer.

Where this Offer Document has been dispatched to an Ineligible Shareholder and where that jurisdiction’s law, code or legislation prohibits or restricts in any way the making of an Offer, this Offer Document is provided for information purposes only.

1.15 Foreign Shareholders

This Offer (including the Offer Document and Entitlement and Acceptance Form) does not constitute an offer of, or invitation to subscribe for securities in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this Offer Document in jurisdictions outside of Australia may be restricted by law and persons who come into possession of this Offer Document should seek their own advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Where this Offer Document is available to persons domiciled in a country other than Australia, and where that country’s securities code or legislation requires registration, this Offer Document is provided for information purposes only. No action has been taken to register or qualify this Offer Document or to otherwise permit a public offering of New Shares outside Australia.

It is the responsibility of non-Australian resident investors to obtain all necessary approvals for applying for New Shares pursuant to this Offer Document. The return of a completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation and warranty by the Applicant that all approvals necessary in the jurisdiction in which the Applicant resides, have been obtained.

The distribution of this Offer Document in jurisdictions outside of Australia may be restricted by law and anyone who receives this Offer Document should seek advice on and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The Offer

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has not been, and will not be, registered under the United States Securities Act of 1933 and is not being made in the United States or to persons resident in the United States.

No action has been taken to register or qualify the Shares or the Offer, or otherwise permit a public offering of Shares, in any jurisdiction outside Australia. Shares may not be offered or sold in any country outside Australia except to the extent permitted below.

British Virgin Islands

The New Shares may not be offered in the British Virgin Islands unless the Company or the person offering the New Shares on its behalf is licensed to carry on business in the British Virgin Islands. The New Shares may be offered to British Virgin Islands business companies from outside the British Virgin Islands without restriction.

China

The information in this document does not constitute a public offer of the New Shares, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The New Shares may not be offered or sold directly or indirectly in the People’s Republic of China to legal or natural persons other than directly to “qualified domestic institutional investors”.

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand) .

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any

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other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares may not be issued, circulated or distributed, nor may these securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore ( SFA ), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an existing holder of Shares. In the event that you are not such a Shareholder, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

European Economic Area – Austria and Germany

The information in this document has been prepared on the basis that all offers of entitlements and New Shares will be made pursuant to an exemption under the Directive 2003/71/EC ( Prospectus Directive ), as amended and implemented in Member States of the European Economic Area (each, a Relevant Member State ), from the requirement to produce a prospectus for offers of securities. An offer to the public of entitlements and New Securities has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

to any legal entity that is authorized or regulated to operate in the financial markets or whose main business is to invest in financial instruments;
to any legal entity that satisfies two of the following three criteria: (i) balance sheet total of at least €20,000,000; (ii) annual net turnover of at least €40,000,000 and (iii) own funds of at least €2,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);
to any person or entity who has requested to be treated as a professional client in accordance with the EU Markets in Financial Instruments Directive (Directive 2004/39/EC, MiFID); or

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to any person or entity who is recognised as an eligible counterparty in accordance with Article 24 of the MiFID.

1.16 Beneficial holders, nominees, trustees and custodians

The foreign selling restrictions under the Offer summarised above apply to the underlying beneficial holder. Nominees, trustees and custodians must not apply on behalf of any beneficial holder that would not itself be an Eligible Shareholder. Shareholders who are nominees, trustees or custodians are advised to seek independent advice as to how they should proceed. Shareholders who hold Shares on behalf of persons whose registered address is not in Australia, New Zealand, British Virgin Islands, China, Singapore, Austria or Germany are responsible for ensuring that applying for New Shares does not breach securities laws in the relevant overseas jurisdictions.

Nominees and custodians that hold Shares should note that the Offer is available only to Eligible Shareholders. The Company is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of securities. If any nominee or custodian is acting on behalf of a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws.

1.17 CHESS and issuer sponsored holdings

The Company participates in the security transfer system known as CHESS. ASX Settlement Pty Ltd, a wholly owned subsidiary of ASX, operates CHESS in accordance with the ASX Listing Rules and the ASX Settlement Operating Rules. Under CHESS, Applicants will not receive a share certificate but will be issued a statement of holding of shares.

If you are broker sponsored, and you take up all or part of your Entitlement, ASX Settlement Pty Ltd will send you a CHESS holding statement. The CHESS holding statement will set out the number of New Shares issued to you under this Offer Document and provide details of your holder identification number and the participant identification number of the sponsor. If you are registered on the issuer sponsored sub-register, and you take up all or part of your Entitlement, your statement will be despatched by the Share Registry and will contain the number of New Shares issued to you under this Offer Document and a security holder reference number.

A CHESS statement or issuer-sponsored statement will routinely be sent to security holders at the end of any calendar month during which the balance of

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their security holding changes. Security holders may request a statement at any other time. However, a fee may be charged for additional statements.

If investors have enquiries about CHESS, they should contact their broker or ASX.

1.18 Taxation Implications

Eligible Shareholders should be aware that there may be taxation liabilities arising from the subscription for New Shares and the sale of those New Shares. For this reason, it is very important that Eligible Shareholders consult their own taxation or other advisers in relation to the taxation laws and regulations applicable to their personal circumstances. The Company and its officers accept no liability or responsibility in respect of any tax consequences connected with an investment in the New Shares or the sale of those New Shares.

1.19 Rights attaching to shares

The New Shares will be issued fully paid and will rank equally with the Existing Shares of the Company.

1.20 ASX Listing Rules

As this Offer constitutes a pro-rata offer to existing Shareholders, shareholder approval under ASX Listing Rule 7.1 is not required nor is the amount raised under the Offer counted toward the 15% threshold in ASX Listing Rule 7.1 (ASX Listing Rule 7.2, Exception 1).

Separate shareholder approval for the purposes of ASX Listing Rule 10.10 (issues of securities to related parties) is not required as a pro-rata issue to a related party is an exception to shareholder approval (ASX Listing Rule 10.12 exception 1). Likewise a pro-rata issue of securities to a related party under an underwriting agreement is also an exception to shareholder approval under ASX Listing Rule 10.11).

1.21 Privacy Statement

If you complete an Entitlement and Acceptance Form, you will be providing personal information to the Company (directly or through the Share Registry). The Company collects, holds and uses such information to assess your Application, to service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers,

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regulatory bodies (including the Australian Taxation Office), authorised securities brokers, print service providers, mail houses and the Share Registry.

You can access, correct and update the personal information which is held about you. If you wish to do so please contact the Share Registry at the relevant contact numbers set out in this Offer Document.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if the information required on the Entitlement and Acceptance Form is not provided, the Company may not be able to accept or process your Application.

2 ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS

2.1 What you may do

The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form. You may do any one of the following:

(a) subscribe for some or all of your Entitlement (see section 2.2); and
(b) subscribe for all your Entitlement, and if you wish, apply for additional shares ( Top-Up Shares ) under the Top-Up Facility (see section 2.3); or
(c) allow all or part of your Entitlement to lapse (see section 2.4).

2.2 If you wish to take up all or some of your Entitlement

If you wish to take up all or some of your Entitlement, complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the form. If you wish to take up some of your Entitlement and allow the balance to lapse, when completing the accompanying Entitlement and Acceptance Form, indicate the number of New Shares you wish to accept.

Send your completed Entitlement and Acceptance Form (together with your cheque or BPAY confirmation for the amount applicable to the number of New Shares you have subscribed for) to reach the Company’s share registry in accordance with section 2.5.

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2.3 To apply for Top-Up Shares

Eligible Shareholders may, in addition to their Entitlement, apply for Top-Up Shares regardless of the size of their present holding by completing the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on that form. There is no guarantee you will receive the amount of Top-Up Shares applied for, if any. The pool of Top-Up Shares will be limited to the number of New Shares that relate to the Entitlement that have not been accepted under the Rights Issue.

The Company will allocate Top-Up Shares as follows:

(a) firstly, to Eligible Shareholders with less than a marketable parcel (to the extent required for them to each have a marketable parcel); and
(b) then, at the Directors’ discretion, subject to no person acquiring a voting power of 20% or more in the Company following the allocation of Top-Up Shares.

The Directors reserve the right at their absolute discretion to reject any application for Top-Up Shares or to issue a lesser number of Top-Up Shares than that applied for, and it is an express term that applicants for Top-Up Shares will be bound to accept a lesser number of Top-Up Shares allocated to them than applied for. If a lesser number is allocated, excess application money will be refunded without interest as soon as practicable after the Closing Date.

2.4 If you do not wish to take up any of your Entitlement

If you decide not to take up any of your Entitlement, you are not required to take any action and your Entitlement will automatically lapse on the Closing Date. Any New Shares not taken up by you may be issued under the Top-Up Facility or form part of the Shortfall.

2.5 Payment for New Shares

You can apply for Shares by utilising the following payment options; BPAY, cheque, bank draft or money order.

Your cheque, bank draft or money order should be made payable to ANTEO DIAGNOSTICS LIMITED – SHARE SUBSCRIPTION ACCOUNT in Australian currency and crossed “Not Negotiable”. Your cheque or bank draft must be drawn on an Australian branch of a financial institution. Please ensure you submit the correct amount. Incorrect payments may result in your Application being rejected. Complete cheque details in the boxes provided.

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Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Entitlement and Acceptance Form. Cash will not be accepted. A receipt for payment will not be forwarded.

If the amount you pay is insufficient to pay for the number of Shares you apply for, you will be taken to have applied for such lower number of Shares as that amount will pay for, or your application will be rejected.

If the amount you pay is more than the amount payable for your full Entitlement, and you have not applied for additional Shares in excess of your full Entitlement, you will be taken to have applied for your full Entitlement only and any excess paid above the amount payable for your full Entitlement will be returned to you as soon as practicable following the close of the Offer.

If you are applying for New Shares and your payment is being made by BPAY, you do not need to return the Entitlement and Acceptance Form however you are encouraged to return the form to Boardroom Pty Ltd for reconciliation purposes.

You may send or fax your completed Entitlement and Acceptance Form (together with your cheque or BPAY confirmation for the amount applicable to the number of New Shares you have subscribed for) to reach the Company by no later than 5pm (AEST) on the Closing Date.

By Mail

Anteo Diagnostics Limited C/- Boardroom Pty Ltd GPO Box 3993 Sydney NSW 2001

Level 12, 225 George Street Sydney NSW 2000

By Facsimile

Facsimile to (61) (2) 9279 0664.

The Issue Price of 7.5 cents per New Share is payable in full on acceptance of your Entitlement (whether in whole or part). No brokerage or stamp duty is payable on the issue of New Shares.

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The Company reserves the right to vary the Closing Date without prior notice, which may have a consequential effect on the other dates. Applicants are therefore urged to lodge their Entitlement and Acceptance Form as soon as possible.

2.6 Shortfall

Any Shares not applied for under the Offer (including after the completion of the Top-Up Facility) are Shortfall Shares. Subject to the terms set out below, the Directors reserve the right to issue any Shortfall Shares not taken up by the Underwriter or sub-underwriters at their discretion within 3 months after the Closing Date. The issue price of the Shortfall Shares will not be less than the Issue Price.

2.7 Queries

If you have any queries concerning the Offer, your existing holding of Shares, or any part of this Offer Document, please contact Boardroom or the Company Secretary (refer to Section 6 of this Offer Document for contact details).

As the Company is a listed entity, it is required to meet disclosure obligations in the Corporations Act and the ASX Listing Rules. The Company recommends that any shareholder intending to subscribe for shares should refer to recent announcements made by the Company, particularly the announcement on 26 August 2015 in respect of the acquisition of DIAsource.

3 INVESTMENT AND BUSINESS RISK FACTORS

An investment in the New Shares should be regarded as highly speculative and is a decision of the same type of risks that are associated with any share market investment. In addition, there are a number of business risks that are specific to an investment in the Company. Before deciding to invest in the Company, Applicants should read this Offer Document in its entirety and consider the risk factors that could affect the operating and financial performance of the Company.

Eligible Shareholders should be aware that the market price of the New Shares may be influenced by many unpredictable factors and that subscribing for New Shares involves various risks. The occurrence of any of the following risks could have a material adverse effect on the Company’s business, results of operations, financial condition and/or future prospects and in such circumstances the market price of the New Shares could decline and

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investors could lose part or all of their investment. While some of the risks can be minimised by the use of safeguards and appropriate systems, some are outside the control of the Company. The value of the Company’s securities on ASX may rise and fall depending on factors beyond the control of the Company.

The New Shares offered pursuant to this Offer Document are considered speculative due to the present stage of development of the Company and the impact of various economic factors outside the control of the Company upon the market and the risks inherent in the industry. This Offer Document carries no assurance with respect to the return of capital or price at which the New Shares will trade.

This Section identifies certain, but not all, risks associated with an investment in the Company. Additional risks and uncertainties not presently known to the Company or the Directors, or that the Company or the Directors currently deem immaterial may also adversely affect the Company’s business or operations. Prior to making an investment decision, you should carefully consider the following risk factors (which are listed in no particular order of importance) as well as the other information in this Offer Document.

3.1 Company and industry risks

The risks outlined below are specific to the Company’s operations and to the industry in which the Company operates.

(a) Fluctuating revenue and future profitability

The Company’s financial performance and profitability is primarily dependent upon generating revenue from the manufacture and sale of diagnostic ImmunoAssays attributable to DIAsource, as well as Anteo’s Mix&Go product portfolio. There are a variety of factors which influence sales, including the level of activity in the diagnostics and medical tools sectors and competition from other manufacturers and sellers of diagnostic ImmunoAssays and other molecular binding tools. Both of these factors are outside the Company’s control.

(b) Warranty risk

There is a risk that the Company may be subject to warranty claims which may expose it to additional costs, although the Company manages this risk through appropriate quality controls during the manufacturing process.

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The program for development and commercialisation of new Anteo products is progressing into new domains, particularly medical devices and batteries. Working capital for this work along with the integration of the Company’s and DIAsource ImmunoAssays S.A. assets will be used to accelerate activities.

(d)

Funding Risk - DIAsource ImmunoAssays S.A.

The Company’s ability to complete the acquisition of DIAsource ImmunoAssays S.A. is dependent on the Company securing appropriate funding. This funding is intended to be achieved through the raising of funds under this Offer, and the issue of convertible notes by the Company.

Conditions - Underwriting of Offer

The Company has entered into a conditional Underwriting Agreement with the Underwriter. The Underwriter’s obligation to subscribe for any shortfall shares under this Offer is subject to the Underwriter entering into sub-underwriting agreements (up to a maximum of $12,018,427) prior to the date of closing of the Offer, and that the Company and a Toronto based Investment Fund Manager (“ Noteholder ”) enter into formal binding documentation regarding the issue of convertible notes by the Company. The Offer will only be underwritten to the extent that there are sub-underwriting agreements in place. If sub-underwriting agreements are entered into for an amount less than $12,018,427 then the Offer will only be underwritten to that lesser amount, which may result in insufficient funds to complete the acquisition of DIAsource ImmunoAssays S.A.

If the conditions are not satisfied or waived by the Underwriter, then the Offer will not be underwritten. Therefore, if Eligible Shareholders do not take up their Entitlement in full, then despite the issue of convertible notes, there is a risk that the Company may not be in a position to complete the acquisition of DIAsource ImmunoAssays S.A.

See section 4 for further details in respect of the underwriting and subunderwriting arrangements.

Convertible Note

On 30 November 2015 the Company announced on ASX, that it had entered into term sheet with the Noteholder under which the Company will raise €10,000,000.00 via the issue of convertible notes to the Noteholder.

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The Noteholder’s obligation to subscribe for convertible notes is subject to a number of conditions including due diligence investigations being to its satisfaction. Satisfaction of the conditions is expected to occur prior to the date of closing of the Offer.

If the conditions are not satisfied or waived by the Noteholder then in the absence of any other alternate funding, and despite the raising of funds under this Offer, the Company may not be in a position to complete the acquisition of DIAsource ImmunoAssays S.A.

In the event that the Company is unable to complete the acquisition of DIAsource ImmunoAssays S.A for any reason, then any funds that are raised under this Offer will be used for other potential acquisitions and working capital purposes.

(e) General Funding Risk

If the Company requires access to further funding for expansion or at any stage in the future, it may be adversely affected in a material way if, for any reason, access to that funding is not available either at all or on acceptable terms and conditions. There can be no assurance that additional funds will be available for expansion or other purposes. If additional funds should be raised by issuing equity securities, this might result in dilution to the then shareholders. The pricing of future share issues will also depend upon the results of the Company’s activities, market factors, investor demand for shares and the need for capital by either debt or equity capital raisings.

(f) Acquiring new product lines

The Company may consider acquisitions and transactions, including distributions agreements, which may complement its existing business. There is a risk that, if any transactions are entered into, the objectives of the transaction may not be met, and in doing so causing the Company loss.

(g) Management of Growth

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth could have a material adverse effect on the Company’s business, financial condition, results

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of operations and prospects.

(h) Reliance on key personnel

The Company is managed by a small executive team headed by Dr Geoff Cumming. To successfully operate and grow, the Company will need to retain its existing management team and attract new personnel consistent with its growth needs. There is a risk that this may not occur.

(i) Share price and liquidity

While there is reasonable traded volume and a ready market price of the Company’s shares, there is no assurance this will continue in the future. As a consequence investors may be unable to readily exit or realise their investment. There is a risk that the Shares may not trade at a level equal to the Issue price. Furthermore, the Company will have a relatively small market capitalisation and potentially the market for its Shares may be illiquid.

(j) Exchange rate

Exchange rates affect the price of competing imports and the price of imported components. Following the acquisition of DIAsource ImmunoAssays S.A., which sells products into 75 countries, there is a risk that changes is the exchange rate of the Australian dollar and Euro will affect the price of manufacturing components and the competition from other suppliers. Changes in exchange rates may also affect the Company’s revenue and earnings over time.

3.2 General investment risks

The risks outlined below are some of the general risks that may affect an investment in the Company.

(a) Securities investments and share market conditions

There are risks associated with any securities investment. The prices at which the securities trade may fluctuate in response to a number of factors.

Furthermore, the stock market may experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of a company. These factors may materially adversely affect the market price of the securities of the Company regardless of the Company's operational performance. Neither the Company nor the Directors warrant the future performance of the

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Company, or any return of an investment in the Company.

(b) Economic risk

Changes in both Australia and world economic conditions may adversely affect the financial performance of the Company. Factors such as inflation, currency fluctuations, interest rates, industrial disruption and economic growth may impact on future operations and earnings.

4 UNDERWRITING

4.1 Conditional Underwriting Agreement

The Company has entered into a conditional Underwriting Agreement with the Underwriter up to a maximum of $12,018,427.

The Underwriter’s obligation to subscribe for any shortfall shares under this Offer is subject to the Underwriter entering into sub-underwriting agreements (up to an amount $12,018,427) and the Noteholder and the Company entering into formal binding documentation as to the issue of convertible notes to the Noteholder, prior to the date of closing of the Offer and issuing the convertible notes.

The Offer will only be underwritten to the extent that there are subunderwriting agreements in place. If sub-underwriting agreements are entered into for less than $12,018,427, the Offer will only be underwritten to that lesser amount.

The Underwriter must receive sub-underwriting commitments of not less than $9,000,000.

4.2 Effect on Dilution

If Eligible Shareholders take up their Entitlements under the Offer, then:

the Underwriter and/or sub-underwriters will not be required to take up any New Shares, and will accordingly have no interest in the issued Shares in the Company; and

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the issue of New Shares pursuant to the Offer will have no effect on the control of the Company.

4.3 Summary of the Underwriting Agreement

If certain conditions under the Underwriting Agreement (i.e. entering into subunderwriting agreements and formal binding documentation in respect of the convertible notes) are satisfied or waived by the Underwriter, then under the terms of the Underwriting Agreement the Underwriter will underwrite the Offer to the extent of that sub-underwriters have agreed to sub-underwrite ( Subunderwritten Amount ) (before expenses of the Offer) on terms consistent with the Underwriting Agreement. As such, the Underwriter will only be obliged to subscribe for any shortfall to the extent that the amount raised under this Offer is less than the Sub-underwritten Amount.

The Underwriter will receive an underwriting fee of 6% of the funds raised under the underwritten portion of the Offer. Any fees payable to the subunderwriters are borne by the Underwriter.

The Underwriter may in certain circumstances terminate its obligations under the Underwriting Agreement at any time before the underwritten securities are issued and allotted if the Underwriter becomes aware of the occurrence of a number of customary events, including:

( Indices fall): any of the All Ordinaries Index or the Standard and Poors / ASX 200 Index as published by ASX is at any time after the date of this Agreement 10% or more below its respective level as at the close of business on the Business Day prior to the date of the Underwriting Agreement;
( Share Price ): the Shares of the Company finish trading on the ASX under the ASX code of “ADO” on any trading day with a closing price that is 10% less than the Issue Price; or
( Restriction on allotment ): the Company is prevented from allotting the New Shares within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority; or
( ASIC application ): an application is made by ASIC for an order under section 1324B or any other provision of the Corporations Act in relation to the Offer Document, the Shortfall Notice Deadline Date has arrived, and that application has not been dismissed or withdrawn; or

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( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel; or
( Hostilities ): a situation in which there is:
an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of this agreement involving one or more of Australia, New Zealand, the United Kingdom, the United States of America, the People’s Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world; and
an event that has or is likely to have a material adverse effect on the success, marketing or settlement of the Offer, the value of the Shares or the willingness of investors to subscribe for the New Shares or the performance of the secondary trading market of the Shares at any time during the 30 day period following the New Shares are issued.
( Convertible Notes ) failure to issue the Convertible Notes.
( Repudiation of the Share Purchase Agreement) any party to acquisition agreement with the sellers of DIAsource ImmunoAssays S.A repudiates that agreement;
( Termination of the Share Purchase Agreement ) the Company or the vendors of DIAsource ImmunoAssays S.A terminate the acquisition agreement.

In the event, the Underwriting Agreement is terminated the Underwriter will not be entitled to an underwriting fee.

4.4 Sub-underwriting arrangements with related parties

Provided the conditions are satisfied or waived, it is anticipated that the Underwriter will enter into a number of sub-underwriting agreements to up a maximum of $12,018,427; including those with the Company’s Chief Executive Officer, Dr Geoff Cumming and Chief Financial Officer, Mr Richard Martin for an amount up to $900,000 (collectively).

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Dr Geoff Cumming and Mr Richard Martin will not receive any subunderwriting fees for the funds raised under their sub-underwritten portion of the Offer.

If the Underwriter terminates the Underwriting Agreement, then the subunderwriting agreements will also terminate.

5 GLOSSARY

In this Offer Document the following terms and abbreviations have the following meanings unless otherwise stated:

$, A$ or Dollars Australian dollars unless otherwise stated. Applicant a person who submits a valid Entitlement and Acceptance Form pursuant to this Offer Document. Application a valid application made on an Entitlement and Acceptance Form to subscribe for New Shares under the Offer. ASIC the Australian Securities & Investments Commission. ASX the ASX Limited ACN 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited. AEDT Australian Eastern Daylight Time. Board the board of Directors of the Company. CHESS means the Clearing House Electronic Subregister System. Closing Date the date set out in section 1.2 Company or ADO Anteo Diagnostics Limited (ABN 75 070 028 625). Constitution the constitution of the Company. Corporations Act the Corporations Act 2001 (Cth). Director a director of the Company. Eligible Shareholders a Shareholder as at the Record Date with a registered address in Australia, New Zealand, British Virgin Islands, China, Singapore, Austria or Germany or is otherwise eligible under all applicable securities laws to receive an offer of Shares under the Offer.

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Entitlement	a Shareholder’s entitlement to subscribe for New Shares
	offered by this Offer Document.
Entitlement and	the personalised entitlement and acceptance form
Acceptance Form	attached to this Offer Document.
Existing Share	a Share issued as at 7pm (AEDT) on the Record Date.
GST	Goods and Services Tax.
Ineligible	A Shareholder who is not an Eligible Shareholder.
Shareholder
Issue Price	7.5 cents in respect of the subscription for each New
	Share under this Offer Document.
Listing Rules	the listing rules of the ASX.
New Shares	Shares offered to Eligible Shareholders under this Offer
	Document.
Offer	the non-renounceable entitlement issue made to Eligible
	Shareholders under this Offer Document.
Offer Document	this document.
Official List	the official list of the ASX.
Record Date	the date set out in section 1.2.
Share	a fully paid ordinary share in the Company.
Share Registry	Boardroom Pty Limited (ABN 14 003 209 836).
Shareholder	the registered holder of Shares in the Company.
Shortfall Shares	New Shares not applied for under the Offer.
Top-Up Facility	the facility described in section 2.3 of this Offer
	Document under which Eligible Shareholders may apply
	for Top-Up Shares in excess of their Entitlement.
Top-Up Shares	means the New Shares available under the Top-Up
	Facility.
Underwriting	means the agreement of that name made between the
Agreement	Company and the Underwriter.
Underwriter	means PAC Partners Pty Ltd ABN 13 165 738 438.

6 ENQUIRIES

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Enquiries in relation to the Offer should be directed to the Share Registry or the Company;

Address	Telephone / Facsimile
*Share Registry - Boardroom Pty Ltd*
Level 12, 225 George Street SydneyNSW 2000	Telephone: +61 2 9290 9600 Facsimile: +61 2 9279 0664

*Anteo Diagnostics*
Unit 4, 26 Brandl Street Eight Mile Plains QLD 4113	Telephone: +61 7 3219 0085 Facsimile: +61 7 3219 0553

You can also contact your stockbroker or professional advisor with any queries in relation to the Offer.

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