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ANTEOTECH LTD Capital/Financing Update 2016

Mar 2, 2016

64304_rns_2016-03-02_e8b37f35-5dd1-444e-9e89-8a1aecebc749.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
Ordinary fully paid shares (Ordinary Shares)
Unlisted
options
over
Ordinary
Shares
(Options)
Convertible Securities(Convertible Securities)
7,500,000
Fully
paid
Ordinary
Shares
(Collateral Shares)
4,649,156
Fully
paid
Ordinary
Shares
(Commencement Fee Shares)
9,800,000 Options
1,780,000 Convertible Securities with a face
value of US$1.00 per Convertible Securities.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

  • 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)

  • 12,149,156 Fully paid ordinary shares

Options 9,800,000 Exercise Price: $0.089 Expiry: 3 years from date of issue.

The Options will not be quoted. On exercise of the Options, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares.

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$1,780,000 (the Principal Amount ).

  • The Convertible Securities do not bear interest.

  • The Convertible Securities shall be convertible into new Ordinary Shares of the Company determined 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 2[nd] March 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 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
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition
of
assets,
clearly
identify those assets)
The Ordinary Shares rank_pari passu_with
existing Ordinary Shares.
The Options will not be quoted. On exercise of
the Options, the Ordinary Shares issued will
rank_pari passu_with existing Ordinary Shares.
On conversion of the Convertible Securities,
the Ordinary Shares will rank_pari passu_with
existing Ordinary Shares.
4,649,156 Commencement Fee Shares (issued
at a deemed price of $0.059)
7,500,000 Collateral Shares are issued for nil
consideration, and have been issued as
collateral shares as outlined in the ASX
announcement dated 3 March 2016.
Options are issued for nil consideration.
US$1,500,000 for the Convertible Securities
(face value US$1,780,000).
The Ordinary Shares and Options were issued
to
secure
the
Convertible
Securities
Subscription Agreement, details of which were
announced to the market on 3 March 2016.
The purpose of the issue of the Convertible
Securities is to raise capital for general
corporate and working capital purposes.
6a
Is the entity an+eligible 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 holder
resolution under rule 7.1A was
passed
Yes
9 November 2015
  • See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

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
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in section
2 if applicable)
12,149,156 Fully Paid Ordinary Shares
9,800,000 Unlisted Options
1,780,000 Convertible Securities
12,149,156 Fully Paid Ordinary Shares
9,800,000 Unlisted Options
1,780,000 Convertible Securities
Nil
N/A
Nil
N/A
N/A
Refer Annexure 1
3 March 2016
Number +Class
1,031,521,735 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
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

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) X Securities described in Part 1

  • (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: ....3 March 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
Subtractthe number of fully paid ordinary
securities cancelled during that 12 month
period
nil
“A” 1,017,374,088
  • 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 0.15 152,606,113
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
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
“C” 66,386,093
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
152,606,113
Subtract“C”
Note: number must be same as shown in
Step 3
66,386,093
Total[“A” x 0.15] – “C” 86,220,020
that has already been used
Insertnumber of equity securities issued or 1,998,491
agreed to be issued in that 12 month period
_not counting_those issued: 7,500,000 Collateral Shares
• Under an exception in rule 7.2 4,649,156 Commencement Fee Shares
• Under rule 7.1A 9,800,000 Unlisted options
• With security holder approval under rule
7.1 or rule 7.4
1,780,000 Convertible Securities -Assuming
a conversion date of 2nd March 2016, these
Note: Convertible Securities would convert into
• This applies to equity securities, unless 42,438,446 Fully Paid Ordinary Shares
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
“C” 66,386,093
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 152,606,113
Note: number must be same as shown in
Step 2
Subtract“C” 66,386,093
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 86,220,020
  • 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

1,017,374,088 “A” Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed 101,737,409 Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or nil 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

“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
101,737,409
Subtract“E”
Note: number must be same as shown in
Step 3
nil
Total[“A” x 0.10] – “E” 101,737,409
  • See chapter 19 for defined terms.

Appendix 3B Page 15

01/08/2012