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BIOTRON LIMITED Director's Dealing 2019

Dec 22, 2019

64528_rns_2019-12-22_2a3a8af1-9b49-4818-a2bb-bc24a571ed6d.pdf

Director's Dealing

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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

23 December 2019

The Manager Companies ASX Limited 20 Bridge Street Sydney NSW 2000

(11 pages by email)

Dear Madam

GRANT OF SHAREHOLDER APPROVED OPTIONS

Further to the shareholder approval at the Company's Annual General Meeting, I advise that the Company has granted options to the Company’s Managing Director as set out in the attached Appendix 3B, New Issue Announcement and Appendix 3Y, Change of Director's Interest.

Yours faithfully

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Peter J. Nightingale Company Secretary

pjn10223

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 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, 04/03/13

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
(e.g. 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)
Options.
7,000,000.
5,000,000 Options, each exercisable at $0.25 at any
time after 26 November 2019 up to 29 November
2021 and subject to the completion of a
commercialisation transaction (as determined by the
Plan Committee) to convert to one fully paid
ordinary share.
1,000,000 Options, each exercisable at $0.20 at any
time after 26 November 2020 up to 29 November
2022 to convert to one fully paid ordinary share.
1,000,000 Options, each exercisable at $0.20 at any
time after 26 November 2021 up to 29 November
2023 to convert to one fully paid ordinary share.
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in No - they are unquoted options. all respects from the[+] issue date Upon exercise of the option, the holder is entitled to with an existing[+] class of quoted +securities? one ordinary share for each option exercised. These ordinary shares will rank equally with existing issued ordinary shares. 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 Nil 6 Purpose of the issue Issued as part remuneration. (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible entity that No. 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 N/A. resolution under rule 7.1A was passed 6c Number of +securities issued N/A. without security holder approval under rule 7.1 6d Number of[+] securities issued with N/A. security holder approval under rule 7.1A

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 2

Appendix 3B New issue announcement

6e Number of[+] securities issued with N/A. security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under N/A. an exception in rule 7.2 6g If[+] securities issued under rule N/A. 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 N/A. 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 N/A. issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 23 December 2019. Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 701,932,713 Fully paid ordinary shares. +securities quoted on ASX ( including the[+] securities in section 2 if applicable)

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 5,000,000 26/11/21 25 cent options. +securities not quoted on ASX ( including the +securities in 1,000,000 26/11/22 20 cent options. section 2 if applicable) 1,000,000 26/11/23 20 cent options. 10 Dividend policy (in the case of a Remains unchanged. trust, distribution policy) on the increased capital (interests)

Part 2 - 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 offer 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
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 4

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 offer documents 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?
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.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

32 How do security holders dispose of N/A. their entitlements (except by sale through a broker)? 33 +Issue date N/A.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

N/A.

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

N/A.

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.

04/03/2013

Appendix 3B Page 6

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

  • 38 Number of[+] securities for which N/A. +quotation is sought

  • 39 +Class of +securities for which N/A. quotation is sought

  • 40 Do the[+] securities rank equally in all N/A. respects from the[+] issue date 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 N/A. now 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

  • 42 Number and[+] class of all[+] securities N/A. N/A. quoted on ASX ( including the +securities in clause 38)

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

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 is not available now, we 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: ......................................................... Date: 23 December 2019 Company Secretary Print name: Peter J. Nightingale

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  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 8

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 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 Michelle Miller
Date of last notice 5 December 2019

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 interest.
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Michelle Miller + Peter Clarke Super Fund A/C> in which Michelle Miller has
an interest.
Date of change 23 December 2019.
No. of securities held prior to change 1,656,250 fully paid ordinary shares held by
Michelle Miller;1,500,000 fully paid ordinary
shares held by Michelle Miller + Peter Clarke
.
Class Options.
Number acquired 5,000,000 26 November 2021 25 cent options.
1,000,000 26 November 2022 20 cent options.
1,000,000 26 November 2023 20 cent options.
Number disposed Nil.
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation
Nil.
No. of securities held after change 1,656,250 fully paid ordinary shares held by
Michelle Miller;1,500,000 fully paid ordinary
shares held by Michelle Miller + Peter Clarke
.
5,000,000 26 November 2021 25 cent options,
1,000,000 26 November 2022 20 cent options,
1,000,000 26 November 2023 20 cent options
held by Michelle Miller.
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestmentplan, participation in buy-back
Grant of options as approved by shareholders at
the Company's AGM.
  • See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

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.

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

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 toproceed during thisperiod?
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