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BIOTRON LIMITED — Capital/Financing Update 2011
Mar 27, 2011
64528_rns_2011-03-27_35a77b7c-d563-47fc-93cf-618ebcc41d0f.pdf
Capital/Financing Update
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Level 2, 66 Hunter Street Sydney NSW 2000 Tel: (61-2) 9300 3344 Fax: (61-2) 9221 6333 E-mail: [email protected] Website: www.biotron.com.au
28 March 2011
The Manager Companies ASX Limited 20 Bridge Street SYDNEY NSW 2000
(10 pages by email)
Dear Madam,
BIOTRON SHARE PURCHASE PLAN
The Directors are pleased to advise that the Biotron Share Purchase Plan ('SPP'), as announced on 24 February 2011, has closed with an encouraging level of participation resulting in the allotment of 8,105,215 new fully paid ordinary shares.
As announced on 24 February 2011, the will follow the SPP, which is being managed by Bell Potter Securities, with a placement of up to 18.0 million shares on the same terms as the SPP.
The Company gives notice under section 708A(6) of the Corporations Act 2001 (Cth) ( Corporations Act ) that:
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The shares will be issued under a placement without disclosure to investors under Part 6D.2 of the Corporations Act.
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As at the date of this notice:
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(a) the Company has complied with the provisions of Chapter 2M of the Corporations Act;
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(b) the Company has complied with section 674 of the Corporations Act; and
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(c) there is no 'excluded information' within the meaning of sections 708A(7) and 708A(8) of the Corporations Act which is required to be disclosed under section 708A(6)(e) of the Corporations Act.
In accordance with Listing Rule 3.10, I attach an Appendix 3B - New Issue Announcement, Application for Quotation of Additional Securities and in accordance with Listing Rule 3.19A, I attach an Appendix 3Y, Change of Director's Interest Notice, for Michael J. Hoy.
For further information, please contact Peter J. Nightingale, Company Secretary, on (61-2) 9300 3344.
Yours sincerely
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Peter J. Nightingale Company Secretary
pjn5905
Appendix 3B New issue announcement
Rule 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
BIOTRON LIMITED
ABN
60 086 399 144
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) |
Fully paid ordinary shares |
|---|---|
| 8,105,215 | |
| Fully paid ordinary shares ranking pari passu with existing ordinary shares |
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 1
Appendix 3B New issue announcement
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4 Do the[+] securities rank equally in all respects from the date of allotment Yes 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
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• 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 $770,000 6 Purpose of the issue For the purposes as set out in the Biotron (If issued as consideration for the Share Purchase Plan dated 24 February acquisition of assets, clearly identify 2011 those assets) 7 Dates of entering[+] securities into uncertificated holdings or despatch 28 March 2011 of certificates Number +Class 8 Number and +class of all +securities quoted on ASX 129,965,108 Fully paid ordinary ( including the securities in clause shares 2 if applicable) 108,014,737 30/12/11 $0.10 options Number +Class 9 Number and +class of all +securities not quoted on ASX 6,418,049 30/3/12 $0.10 options ( including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the Remains unchanged increased capital (interests)
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 2
Appendix 3B New issue announcement
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 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 |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
N/A |
|
| N/A |
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 3
Appendix 3B New issue announcement
| 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)? 33 +Despatch date |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 4
Appendix 3B New issue announcement
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 )
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(a) X Securities described in Part 1
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(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 N/A 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 N/A +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 N/A[A copy of any trust deed for the additional ][+][securities ]
Entities that have ticked box 34(b)
38 Number of securities for which +quotation is sought N/A
39 Class of +securities for which quotation is sought N/A
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 5
Appendix 3B New issue announcement
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40 Do the[+] securities rank equally in all respects from the date of allotment N/A 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
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• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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41 Reason for request for quotation now N/A Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class
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42 Number and[[+]] class of all[[+]] securities quoted on ASX ( including the N/A N/A
42 Number and[[+]] class of all[[+]] securities quoted on ASX ( including the securities in clause 38)
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 6
Appendix 3B New issue announcement
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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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
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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.
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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.
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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.
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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.
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Sign here: ............................................................ Company Secretary Print name: Peter J. Nightingale
Date: 28 March 2011
== == == == =
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 7
Appendix 3Y Change of Director’s Interest Notice
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 | BIOTRON LIMITED |
|---|---|
| ABN 60 086 399 144 |
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 | Michael J. Hoy |
|---|---|
| Date of last notice | 23 April 2009 |
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 interest |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
N/A |
| Date of change | 28 March 2011 |
| No. of securities held prior to change | 1,408,214 fully paid ordinary shares 500,000 30/9/10 35 cent options 1,408,21430/12/11 10 cent options |
| Class | Fully paid ordinary shares |
| Number acquired | 157,894 |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$15,000 |
| No. of securities held after change | 1,566,108 fully paid ordinary shares 1,408,214 30/12/11 10 cent options |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Participation in the Company's Share Purchase Plan as announced on 24 February 2011. |
- See chapter 19 for defined terms.
Appendix 3Y Page 1
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
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.
| this part. | |
|---|---|
| Detail of contract | Nil |
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| 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 |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
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? |
N/A |
| If prior written clearance was provided, on what date was thisprovided? |
N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011