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ANTEOTECH LTD Capital/Financing Update 2016

Jul 7, 2016

64304_rns_2016-07-07_1912f2c7-33fc-477d-b25b-2fd22ce108fa.pdf

Capital/Financing Update

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Appendix 3B

New issue announcement,

application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity Anteo Diagnostics Limited ABN 75 070 028 625

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued
or to be issued
2
Number of+securities
issued or to be issued (if
known)
or
maximum
number which may be
issued
Convertible Securities (Convertible Securities)
500,000 Convertible Securities with a face value of
US$1.00 per Convertible Securities.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

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3
Principal terms of the
+securities (eg, if options,
exercise price and expiry
date;
if
partly
paid
+securities,
the
amount
outstanding and due dates
for
payment;
if
+convertible securities, the
conversion price and dates
for conversion)
Convertible Securities

The face value of each Convertible Security is
US$1.00 and the aggregate face value of all the
Convertible Securities is US$500,000 (thePrincipal
Amount).

The Convertible Securities do not bear interest.

The Convertible Securities shall be convertible into
new Ordinary Shares of the Company determined
under the facility announced to the market on 3
March 2016, by dividing the Principal Amount by
the lesser of: (a) 92% of the average of the five daily
VWAPs per share during a specified period prior to
the conversion date of the Convertible Security; or
(b) 140% of the average of the daily VWAPs per
share during the 20 trading days prior to 2ndMarch
2016.

The Ordinary Shares issued upon conversion of the
Convertible Securities will rank_pari passu_with
existing Ordinary Shares.

The Convertible Securities do not carry any voting
rights at meetings of shareholders of the Company,
and have no rights of participation in any rights
issues undertaken by the Company prior to their
conversion.

4 Do the[+] securities rank On conversion of the Convertible Securities, the equally in all respects from Ordinary Shares will rank pari passu with existing the date of allotment with an existing +class of Ordinary Shares. quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or US$500,000 for the Convertible Securities (face value consideration US$500,000). 6 Purpose of the issue The purpose of the issue of the Convertible Securities is (If issued as consideration to raise capital for general corporate and working capital for the acquisition of purposes. assets, clearly identify those assets)

6a Is the entity an[+] eligible Yes entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B , and comply with section 6i

6b The date the security 9 November 2015 holder resolution under rule 7.1A was passed

  • See chapter 19 for defined terms.

Appendix 3B Page 3

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6c
Number
of
+securities
issued
without
security
holder approval under rule
7.1
6d
Number
of
+securities
issued with security holder
approval under rule 7.1A
6e
Number
of
+securities
issued with security holder
approval under rule 7.3, or
another specific security
holder approval (specify
date of meeting)
6f
Number
of
securities
issued under an exception
in rule 7.2
6g
If securities issued under
rule 7.1A, was issue price
at least 75% of 15 day
VWAP as calculated under
rule 7.1A.3? Include the
issue date and both values.
Include the source of the
VWAP calculation.
6h
If securities were issued
under rule 7.1A for non-
cash consideration, state
date on which valuation of
consideration was released
to
ASX
Market
Announcements
6i
Calculate
the
entity’s
remaining issue capacity
under rule 7.1 and rule
7.1A – complete Annexure
1 and release to ASX
Market Announcements
7
Dates
of
entering
+securities
into
uncertificated holdings or
despatch of certificates
500,000 Convertible Securities
Nil
N/A
Nil

N/A
N/A
Refer Annexure 1
7 July 2016
Number +Class
  • 8 Number and[+] class of all 1,050,188,402 +securities quoted on ASX ( including the securities in section 2 if applicable)

Fully Paid Ordinary Shares

  • See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in section
2 if applicable)
9,700,000
9,000,000
4,000,000
1,900,000
17,000,000
1,000,000
1,000,000
1,200,000
9,800,000
US$1,780,000
US$500,000
12.0c options expiring
15/8/2017
12.0c options expiring
31/10/2017
12.0c options expiring
15/12/2018
13.5c options expiring
16/4/2019
20c
options
expiring
10/11/2018
20.0c options expiring
15/12/2018
25.0c options expiring
24/2/2018
26.5c options expiring
16/4/2018
8.9c
options
expiring
3/3/2019
Convertible
Securities
with a face value of
US$1.00 each
Convertible
Securities
with a face value of
US$1.00 each
10 Dividend policy (in the case of a N/A
trust, distribution policy) on the
increased capital (interests)
Part 2 - Bonus issue or pro rata issue
11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities will
be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17
Policy for deciding entitlements in
relation to fractions
18
Names of countries in which the
entity has+security holders who
will
not
be
sent
new
issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee payable
to brokers who lodge acceptances
or renunciations on behalf of
+security holders
25
If the issue is contingent on
+security holders’ approval, the date
of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell their
entitlements_in full_through a
broker?
31
How do+security holders sell_part_
of their entitlements through a
broker and accept for the balance?
32
How do+security holders dispose of
their entitlements (except by sale
through a broker)?
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

33 +Despatch date

Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities

  • ( tick one )

  • (a)

  • (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000

  • 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • 37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Entities that have ticked box 34(b)

38
Number of securities for which
+quotation is sought
39
Class of
+securities for which
quotation is sought
40
Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
 the date from which they do
 the
extent
to
which
they
participate for the next dividend,
(in
the
case
of
a
trust,
distribution) or interest payment
 the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41
Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period
(if
issued
upon
conversion of
another security, clearly identify that
other security)
42
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 38)
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable Not Applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Shane Hartwig (Company secretary)

Date: ....8 July 2016

  • See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1 Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insertnumber of fully paid ordinary
securities on issue 12 months before date
of issue or agreement to issue
857,314,493
Addthe following:
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary securities
that became fully paid in that 12 month
period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
70,092,623 Entitlement Offer Acceptances
70,954,330 Shortfall Entitlement Shares
9,222,909 Shortfall Entitlement Shares
9,789,733 DIAsource Shares
9,975,838 Shortfall Entitlement Shares
Subtractthe number of fully paid ordinary
securities cancelled during that 12 month
period
nil
“A” 1,027,349,926
  • See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 154,102,489
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of equity securities issued or
agreed to be issued in that 12 month period
not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
_Note:

• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable ) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
1,998,491
7,500,000 Collateral Shares
4,649,156 Commencement Fee Shares
9,800,000 Unlisted options
8,690,829 Placement Shares
1,780,000 Convertible Securities -Assuming
a conversion date of 2nd March 2016, these
Convertible Securities would convert into
42,438,446 Fully Paid Ordinary Shares
500,000 Convertible Securities -convertible
into 18,556,869 Fully Paid Ordinary Shares
(applying an assumed conversion date of 7
July 2016)
“C” 93,633,791
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
154,102,489
Subtract“C”
Note: number must be same as shown in
Step 3
93,633,791
Total[“A” x 0.15] – “C” 60,468,698
  • See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 2 Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
1,027,349,926
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 102,734,993
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insertnumber of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
nil
“E” nil
  • See chapter 19 for defined terms.

Appendix 3B Page 14

01/08/2012

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
102,734,993
Subtract“E”
Note: number must be same as shown in
Step 3
nil
Total[“A” x 0.10] – “E” 102,734,993
  • See chapter 19 for defined terms.

Appendix 3B Page 15

01/08/2012