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AVECHO BIOTECHNOLOGY LIMITED Director's Dealing 2017

Oct 30, 2017

64468_rns_2017-10-30_2679b8b1-7c08-4a70-906e-87067e634bf7.pdf

Director's Dealing

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ASX Limited

Market Announcements Office

Phosphagenics – Lodgement of Appendix 3Y

31 October 2017, Melbourne: Australian drug delivery company, Phosphagenics Limited (ASX:POH; OTCQX:PPGNY), submits Appendix 3Ys in respect of each of Greg Collier, Ross Murdoch, Peter Lankau and David Segal as a result of the Company’s recently completed 1 for 4 pro-rata non-renounceable entitlement offer ( Entitlement Offer ).

The Appendix 3Ys also include details of the options granted on 31 May 2017 as follows:

  • (a) 2,250,000 options to Dr Greg Collier;

  • (b) 15,000,000 options to Dr Ross Murdoch;

  • (c) 1,500,000 options to Mr Peter Lankau; and

  • (d) 1,500,000 options to Mr David Segal,

(together, the Directors’ Notices ).

The Company appreciates the Appendix 3Ys in respect of the options have been lodged outside of the timeframe required by Listing Rule 3.19A. The Company provides the following comments in respect of the delayed lodgement:

  • (a) The late lodgement of the Directors’ Notices was as a result of an inadvertent oversight. As a result of the Appendix 3Ys required in relation to the Entitlement Offer, the omitted Appendix 3Ys have been identified and are now being rectified. Disclosure regarding the options issued to directors were included in the notice of annual general meeting dated 28 April 2017 and in the announcement lodged with ASX on 31 May 2017 about the results of the annual general meeting. The issue of the options was approved by shareholders at the annual general meeting held on 31 May 2017. While the Company takes the inadvertent oversight seriously, the late lodgement of the Directors’ Notices did not serve to misinform the market (given the disclosure and shareholder approval when the options were issued) and had less of an effect than, for example, if the directors had conducted on-market trades and failed to lodge a notice.

  • (b) The Company has adopted a continuous disclosure policy to ensure that it complies with its continuous disclosure obligations under Chapter 3 of the Listing Rules, including in relation to Listing Rule 3.19B and the shareholders have equal and timely access to information that may have a material effect of the Company, including its financial position, performance, ownership and governance.

  • (c) The Company considers the current arrangement described above to be adequate. However, in light of this issue, compliance with the policy will be discussed at the next board meeting.

Ends

Phosphagenics Limited ACN 056 482 403 ABN 32 056 482 403

Unit A8, 2A Westall Road, Clayton VIC 3168 Australia Tel: +61 3 9002 5000 www.phosphagenics.com Email: [email protected]

Enquiries

Ms Anna Legg Phosphagenics Limited +61 3 9002 5002

About Phosphagenics

Phosphagenics Limited is a drug delivery company that is commercialising various products within the pharmaceutical, cosmetics and animal health sectors, using its proprietary drug delivery system called TPM[® ] (Targeted Penetration Matrix). TPM[®] is a patient friendly and cost effective system, based on Vitamin E, that enhances the topical or transdermal delivery of active molecules. The lead products advancing through clinical trials are oxymorphone and oxycodone patches for the relief of chronic pain.

Phosphagenics' shares are listed on the Australian Securities Exchange (POH) and its ADR – Level 1 program in the US is with The Bank of New York Mellon (PPGNY).

www.phosphagenics.com

Page 2 of 2

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Phosphagenics Limited ABN 32 056 482 403

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

We (the entity) give ASX the following
the director for the purposes of section
information under listing rule 3.19A.2 and as agent for
205G of the Corporations Act.
Name of Director COLLIER, Greg
Date of last notice 17 April 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Indirect
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Greg Collier is a director of Beacon Super
Fund Pty Ltd
Date of change 1. 27 October 2017
2. 31 May 2017
No. of securities held prior to change 1. Nil Fully paid ordinary shares (POH)
2. Nil 2017 Options (POHAS)
Class 1. Fully paid ordinary shares (POH)
2. 2017 Options (POHAS)
Number acquired 1. 2,000,000 ordinary shares (POH)
2. 2,250,000 2017 Options (POHAS)
Number disposed Nil
Value/Consideration
Note: If consideration is non‐cash, provide details and estimated
valuation
1. $30,000 ordinary shares (POH)
2. $nil 2017 Options (POHAS)
No. of securities held after change 1. 2,000,000 ordinary shares (POH)
2. 2,250,000 2017 Options (POHAS)
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change 1. Fully paid ordinary shares (POH) Example: on‐market trade, off‐market trade, exercise of options, Issue of Securities under Non‐ issue of securities under dividend reinvestment plan, participation in buy‐back Renounceable Rights Issue 2. 2017 Options (POHAS) Grant under Company’s Employee Equity Incentive Scheme approved at Annual General Meeting on 31 May 2017

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract None Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non‐cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade Not applicable to proceed during this period? If prior written clearance was provided, on what date was this Not applicable provided?

  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Phosphagenics Limited ABN 32 056 482 403

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

We (the entity) give ASX the following
the director for the purposes of section
information under listing rule 3.19A.2 and as agent for
205G of the Corporations Act.
Name of Director MURDOCH, Ross
Date of last notice 6 August 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Not applicable
Date of change 1. 27 October 2017
2. 31 May 2017
No. of securities held prior to change 1. Nil Fully paid ordinary shares (POH)
2. 15,000,000 Conditional Rights
(POHAI)
3. Nil 2016 Options(POHAS)
Class 1. Fully paid ordinary shares (POH)
2. Conditional Rights (POHAI)
3. 2016 Options (POHAS)
Number acquired 1. 1,666,667 ordinary shares (POH)
2. 15,000,000 2016 Options (POHAS)
Number disposed 15,000,000 Conditional Rights (POHAI)
forfeited
Value/Consideration
Note: If consideration is non‐cash, provide details and estimated
valuation
1. $25,000 ordinary shares (POH)
2. $nil Conditional Rights (POHAI)
3. $nil 2016 Options(POHAS)
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change 1. 1,666,667 ordinary shares (POH)
2. 15,000,000 2016 Options (POHAS)
Nature of change
Example: on‐market trade, off‐market trade, exercise of options,
issue of securities under dividend reinvestment plan, participation in
buy‐back
1.
Fully paid ordinary shares (POH)
Issue
of
Securities
under
Non‐
Renounceable Rights Issue
2.
2016 Options (POHAS) Grant
under
Company’s
Employee
Equity
Incentive Scheme approved at Annual
General Meeting on 31 May 2017

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract None
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non‐cash, provide details
and an estimated valuation
Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
clearance was required?
No
If so, was prior written clearance provided to allow the trade
to proceed during this period?
Not applicable
If prior written clearance was provided, on what date was this
provided?
Not applicable
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Phosphagenics Limited ABN 32 056 482 403

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

We (the entity) give ASX the following
the director for the purposes of section
information under listing rule 3.19A.2 and as agent for
205G of the Corporations Act.
Name of Director LANKAU, Peter
Date of last notice 17 April 2015

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Not applicable
Date of change 31 May 2017
No. of securities held prior to change None
Class 2017 Options (POHAS)
Number acquired 1,500,000 2017 Options (POHAS)
Number disposed Nil
Value/Consideration
Note: If consideration is non‐cash, provide details and estimated
valuation
Nil
No. of securities held after change 1,500,000 2017 Options (POHAS)
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change 2017 Options (POHAS) Grant under Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in Company’s Employee Equity Incentive buy‐back Scheme approved at Annual General Meeting on 31 May 2017

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract None
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non‐cash, provide details
and an estimated valuation
Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade Not applicable to proceed during this period? If prior written clearance was provided, on what date was this Not applicable provided?

  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Phosphagenics Limited ABN 32 056 482 403

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director SEGAL, David
Date of last notice 3 March 2017

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Direct and indirect interest
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
1. David Segal is a director of Densville
Pty Ltd atf David Segal
Superannuation Fund
2. Danielle Segal is the wife of David
Segal
Date of change 1. 27 October 2017
2. 31 May 2017
No. of securities held prior to change Fully paid ordinary shares (POH)
1. 9,795,920 David Segal
2. 495,361 Densville Pty Ltd
3. 5,140,000 Danielle Segal
Class 1. Fully paid ordinary shares (POH)
2. 2017 Options (POHAS)
Number acquired 1. 3,060,000 ordinary shares (POH)
2. 1,500,000 2017 Options (POHAS)
Number disposed Nil
Value/Consideration
Note: If consideration is non‐cash, provide details and estimated
valuation
1. $45,900 ordinary shares (POH)
2. $nil 2017 Options (POHAS)
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change Fully paid ordinary shares (POH)
1. 11,795,920 David Segal
2. 495,361 Densville Pty Ltd
3. 6,200,000 Danielle Segal
2017 Options (POHAS)
1. 1,500,000 David Segal
Nature of change
Example: on‐market trade, off‐market trade, exercise of options,
issue of securities under dividend reinvestment plan, participation in
buy‐back
1.
Fully paid ordinary shares (POH)
Issue
of
Securities
under
Non‐
Renounceable Rights Issue
2.
2017 Options (POHAS) Grant
under
Company’s
Employee
Equity
Incentive Scheme approved at Annual
General Meeting on 31 May 2017

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract None
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non‐cash, provide details
and an estimated valuation
Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required?

If so, was prior written clearance provided to allow the trade Not applicable to proceed during this period? If prior written clearance was provided, on what date was this Not applicable provided?

  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011