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Anteris Technologies Global Corp. — Capital/Financing Update 2007
Aug 20, 2007
33869_rns_2007-08-20_fd02d521-7643-46ac-bd81-e291c4e292a7.pdf
Capital/Financing Update
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Innovative BioMedical Devices bioMD Limited ABN 35 088 221 078
Level 11, 225 St Georges Terrace Perth, Western Australia 6000 PO Box 7209, Cloisters Square Western Australia 6850
Telephone (08) 9262 6777 Facsimile (08) 9322 3433 www.biomd.com.au
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ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE
1 of 9 pages
21 August 2007
Company Announcements Office Australian Stock Exchange Limited 10[th] Floor, 20 Bond Street SYDNEY NSW 2000
Dear Sir/Madam
Re: Appendix 3B and Timetable
The Directors of bioMD Ltd (“BioMD”) announce the attached Appendix 3B and timetable in relation to the recently announced offer made to holders of listed options expiring on 30 August 2007.
Yours faithfully
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CAROLINE L BENTLEY Company Secretary
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DRAFT TIMETABLE
Non Renounceable Issue of New Shares and Attaching New Options
| Event | Proposed Date |
|---|---|
| Announcement of Rights Issue | 9 August 2007 |
| Notice of Meeting sent to Shareholders | 3 September 2007 |
| Lodgement of Prospectus | 22 August2007 |
| Notice sent to Optionholders containing information required byAppendix3B |
23 August 2007 |
| "Ex" Date | 24 August 2007 |
| RecordDate | 30August2007 |
| Dispatchof Prospectus | Nolaterthan5 September 2007 |
| Announcement that Dispatch has been completed |
5 September 2007 |
| Shareholder's Meetingto be held | 2 October 2007 |
| Acceptances Open | 3 October 2007 |
| Securities Quoted on a deferred settlement basis |
1 November 2007 |
| EntitynotifiesASXofunder-subscriptions | Nolaterthan5November 2007 |
| Acceptances Close | Nolaterthan9November 2007 |
Appendix 3B New issue announcement
070033Rule 2.7, 3.10.3, 3.10.4, 3.10.5 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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
BIOMD LIMITED
ABN 35 088 221 078
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 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) |
Ordinary Fully Paid Shares and Options |
|---|---|
| Up to 6,310,463 fully paid ordinary Shares and up to 25,241,852 Options |
|
| Shares - Ordinary Fully Paid Shares Options – Each Option will entitle the holder to acquire one fully paid ordinary share in BioMD Limited at an exercise price of $0.25 at any time up to and including 30 August 2010. |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3
Appendix 3B New issue announcement
| 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) 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 clause 2 if applicable) |
Yes for the Ordinary Shares. The Options form a new class of securities. Ordinary shares issues as a result of the exercise of the Options will rank equally in all respects with the then issued ordinary shares. |
Yes for the Ordinary Shares. The Options form a new class of securities. Ordinary shares issues as a result of the exercise of the Options will rank equally in all respects with the then issued ordinary shares. |
|---|---|---|
| $0.20 per Share Nil for theOptions |
||
| To raise funds for working capital. | ||
| To be advised | ||
| Number | +Class | |
| 90,618,819 63,194,626 25,241,852 |
Ordinary Shares 30/08/07 $0.20 Options 30/08/10 $0.25 Options |
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3B New issue announcement
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) art 2 - Bonus issue or pro 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 |
Number | +Class |
|---|---|---|
| 1,000,000 300,000 1,250,000 1,800,000 150,000 |
30/08/07 $0.20 Options 01/02/09 $0.15 Options 16/08/10 $0.10 Options 16/11/10 $0.10 Options 01/11/08 $0.15 Options |
|
| No change | ||
| rata issue | ||
| Not applicable | ||
| Not applicable | ||
| Not applicable | ||
| Not applicable | ||
| Not applicable | ||
| Not applicable | ||
| Not applicable | ||
| Not applicable | ||
| Not applicable |
Part 2 - Bonus issue or pro rata issue
- See chapter 19 for defined terms.
Appendix 3B Page 5
1/1/2003
Appendix 3B New issue announcement
| 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? |
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 6
1/1/2003
Appendix 3B New issue announcement
32 How do[+] security holders dispose Not applicable of their entitlements (except by sale through a broker)? 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)[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
TO BE PROVIDED BY THE COMPANY’S SHARE REGISTRY AFTER DESPATCH
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
TO BE PROVIDED BY THE COMPANY’S SHARE REGISTRY AFTER DESPATCH
37 A copy of any trust deed for the additional[+] securities
TO BE PROVIDED BY THE COMPANY’S SHARE REGISTRY AFTER DESPATCH
- See chapter 19 for defined terms.
Appendix 3B Page 7
1/1/2003
Appendix 3B New issue announcement
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 | ||
| Number | +Class | |
| Not applicable | Not applicable |
- See chapter 19 for defined terms.
Appendix 3B Page 8
1/1/2003
Appendix 3B New issue announcement
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: ............................................................ Date: 21 August 2007 Company Secretary
Print name: C L Bentley
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 9