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DIMERIX LIMITED — Capital/Financing Update 2008
Oct 14, 2008
64804_rns_2008-10-14_1494628f-b8bd-4d1c-8069-c800b7cbb475.pdf
Capital/Financing Update
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15 October 2008
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ASX Company Announcement
Placement of Shortfall under Rights Issue Prospectus Issue of New Ordinary Shares and Options
Sun Biomedical Limited ( SBN or the Company ) is pleased to announce that SBN has raised a further $100,000 via the placement of the following New Ordinary Shares and Options:
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(a) 10,000,000 New Ordinary Shares; and
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(b) 4,999,992 Options exercisable at $0.02 expiring 30 November 2010.
These New Ordinary Shares and Options have been placed in accordance with the Shortfall under the Company’s Renounceable Rights Issue Prospectus dated 26 June 2008. This placement brings the total amount raised under the Rights Issue to approximately $3,098,963.
These securities were acquired by Dr Ming and Alice Sun, the founders of Sun Biomedical Laboratories Inc. The Suns now hold 86,311,249 shares and 37,558,331 options and remain actively involved in both the China and OraLine VIII projects. SBN believes that this additional investment demonstrates his continued commitment to the success of the Company.
Please see attached Appendix 3B pertaining to the issue of the above New Ordinary Shares and Options.
Jim Hallam Director Mobile: 0414 965 442
Email: [email protected]
About Sun Biomedical Limited
Sun Biomedical Limited is a public company listed on the Australian Securities Exchange (ASX) under the symbol "SBN". SBN’s main business is its wholly owned subsidiary, Sun Biomedical Laboratories Inc. (SBL) which produces both urine and saliva based drugs of abuse testing devices at its main facility in Blackwood, New Jersey. SBL has established an industry benchmark with the most sensitive saliva drugs of abuse testing device available on the market today. SBL also has a portfolio of research into the use of saliva as a diagnostic medium for other disease states that provide the foundation for continued research and development and a broader portfolio of point of care testing devices.
For more information about Sun Biomedical Laboratories and its products, contact us at +1-888-440-8388 or visit www.sunbiomed.com.
Sun Biomedical Investor Communications Limited Computershare T: +61 1300 850 505 | F: +61 3 9473 2500 | ABN 18 001 285 230 E: [email protected]
ASX:SBN www.sunbiomed.com
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
SUN BIOMEDICAL LIMITED
ABN 18 001 285 230
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) |
1. Ordinary Shares. 2. Options. |
|---|---|
| 1. 10,000,000 Ordinary Shares. 2. 4,999,992 Options. |
|
| 1. Fully paid ordinary shares. 2. Options exercisable at $0.02, expiring 30 November 2010. |
- See chapter 19 for defined terms.
1/1/2003
Appendix 3B Page 2
| 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) |
1. Yes. Ordinary Shares rank pari passu with fully paid ordinary shares on issue. 2. Yes. The Options rank pari passu with the listed options exercisable at $0.02, expiring 30 November 2010. |
|---|---|
| 1. 1.0 cent per Ordinary Share. 2. Nil. Options attach free to the Ordinary Shares subscribed for. |
|
| 1 & 2 The funds raised will primarily be used to fund: the payment of amounts owing in relation to the Company’s acquisition of Sun Biomedical Laboratories, Inc.; the commercialization of the China joint venture; development of the BioScreens Cup and Visualine 510(k) Clearance; and working capital to support the ongoing business activities of the Company. |
7 Dates of entering[+] securities into 1. 14 October 2008. uncertificated holdings or despatch 2. 14 October 2008. of certificates Number 8 Number and +class of all 763,543,515 Ordinary Shares. +securities quoted on ASX ( including the securities in clause 182,950,664 Options exercisable at $0.02, expiring 30 2 if applicable) November 2010.
- See chapter 19 for defined terms.
1/1/2003
Appendix 3B Page 3
| 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) |
500,000 8,750,000 428,675 750,000 500,000 40,000,000 986,263 1,000,000 4,000,000 20,000,000 2,000,000 |
Options– exercise price 10 cents, expiring 15 Dec 2008. Options– exercise price 8 cents, expiring 31 December 2008. Options– exercise price 12 cents, expiring 31 Dec 2008. Options– exercise price 24.89 cents, expiring 31 Dec 2008. Options– exercise price 25 cents, expiring 31 Dec 2008. Options– exercise price 35 cents, expiring 28 Jan 2009. Options– exercise price 1.3 cents, expiring 30 June 2009. Options– exercise price 10 cents, expiring 12 Sept 2009. Options– exercise price 4.5 cents, expiring 31 Dec 2010. Options– exercise price 10 cents, expiring 30 June 2011. Options– exercise price 2 cents, expiring 15 Sept 2011. |
|---|---|---|
| 1. & 2. The directors of the Company may from time to time determine to distribute the profits of the Company by way of dividend amongst the Shareholders in proportion to the amounts paid up on the Shares held bythem. |
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 |
- See chapter 19 for defined terms.
1/1/2003
Appendix 3B Page 4
| 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 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 |
|
|---|---|
- See chapter 19 for defined terms.
1/1/2003
Appendix 3B Page 5
| 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 |
- See chapter 19 for defined terms. Appendix 3B Page 6
1/1/2003
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
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34 Type of securities ( tick one )
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(a)[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 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
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
- See chapter 19 for defined terms.
1/1/2003
Appendix 3B Page 7
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) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
- See chapter 19 for defined terms.
1/1/2003
Appendix 3B Page 8
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: ........................................................ Date: 15 October 2008
Print name: Alfonso Grillo (Company secretary)
m451436_1.DOC/ET
[+] See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1