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ANTEOTECH LTD — Share Issue/Capital Change 2016
Jan 12, 2016
64304_rns_2016-01-12_dadaa0bc-a3d4-4696-af7b-88f09f2813b3.pdf
Share Issue/Capital Change
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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 |
Fully paid (ordinary)shares |
|---|---|
| 82,742,554 Shares comprising the following: 70,954,330 –Shortfall Placement Shares 9,789,733 –Part Conversion of DIAsource First Years Convertible Note Interest 1,998,491 –Proposed Convertible Note Provider Settlement Shares (Euro 100,000). all as detailed in the announcement dated 6thJanuary 2016. |
- See chapter 19 for defined terms.
Appendix 3B Page 1
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3 Principal terms of the[+] securities Fully paid (ordinary)shares (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) 4 Do the[+] securities rank equally Yes 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 $.075 cents 6 Purpose of the issue 70,954,330 – Shortfall Placement Shares (If issued as consideration for proceeds from these shares will be applied the acquisition of assets, clearly as part consideration for the acquisition of identify those assets) 100% of the equity in DIAsource Immunoassays SA or applied to general working capital/other potential acquisitions as outlined at Clauses 1.5 and 3.1(d) of the Entitlement Issue Offer Document dated 30[th] November 2015. 9,789,733 – Part Conversion of DIAsource First Years Convertible Note Interest 1,998,491 – Proposed Convertible Note Provider Settlement Shares (Euro 100,000). all as detailed in the announcement dated 6[th] January 2016.
| 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 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 |
Yes |
|---|---|
| 9 November 2015 | |
| nil | |
| Nil | |
| 9,789,733 9thNovember 2015 |
|
| 70,954,330 | |
N/A |
|
| N/A | |
| Refer Annexure 1 |
- See chapter 19 for defined terms.
Appendix 3B Page 3
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- 7 Dates of entering +securities 11[th] January 2016 into uncertificated holdings or despatch of certificates
Number +Class 8 Number and +class of all 1,010,149,670 Fully Paid Ordinary +securities quoted on ASX Shares ( including the securities in section 2 if applicable)
| 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class |
|---|---|---|
| 9,700,000 9,000,000 4,000,000 1,900,000 17,000,000 1,000,000 1,000,000 1,200,000 |
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 |
|
| N/A |
Part 2 - Bonus issue or pro rata issue
- See chapter 19 for defined terms.
Appendix 3B Page 5
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| 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 |
No |
|---|---|
| Non-renounceable | |
| 1 share for every 5.35 existing shares | |
| Fully paid ordinary shares | |
| 4 December 2015 | |
| No | |
| Rounding Up | |
| The Offer was 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. |
|
| Monday 21, December 2015 |
| 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) |
The Company has entered into a conditional Underwriting Agreement with PAC Partners Pty Ltd as outlined at Section 4 of the Entitlement Issue Offer Document dated30thNovember 2015. |
|---|---|
| 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 sub- underwriters are borne by the Underwriter. |
|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| No prospectus or product disclosure statement is being prepared. An offer document was sent to eligible shareholders on Monday 7thDecember 2015. |
|
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 7
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| 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)? 33 +Despatch date |
N/A |
|---|---|
| N/A | |
| N/A | |
| 11 January 2016 |
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
- See chapter 19 for defined terms.
Appendix 3B Page 8
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-
37 A copy of any trust deed for the additional[+] securities
-
See chapter 19 for defined terms.
Appendix 3B Page 9
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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) |
- See chapter 19 for defined terms.
Appendix 3B Page 10
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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: .....12/1/2016
- See chapter 19 for defined terms.
Appendix 3B Page 11
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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 9,789,733 DIAsource Shares |
| Subtractthe number of fully paid ordinary securities cancelled during that 12 month period |
nil |
| “A” | 1,008,151,179 |
- See chapter 19 for defined terms.
Appendix 3B Page 12
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Step 2: Calculate 15% of “A”
“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 151,222,677 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
==> picture [415 x 460] intentionally omitted <==
----- Start of picture text -----
Insert number of equity securities issued or 1,998,491
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
“C” 1,998,491
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 151,222,677
Note: number must be same as shown in
Step 2
Subtract “C” 1,998,491
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 149,224,186
----- End of picture text -----
- See chapter 19 for defined terms.
Appendix 3B Page 13
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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” 1,008,151,179 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 Multiply “A” by 0.10 100,815,118
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 agreed to be issued in that 12 month period under rule 7.1A
nil
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
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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 |
100,815,118 |
| Subtract“E” Note: number must be same as shown in Step 3 |
nil |
| Total[“A” x 0.10] – “E” | 100,815,118 |
- See chapter 19 for defined terms.
Appendix 3B Page 15
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