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DIMERIX LIMITED — Capital/Financing Update 2008
Aug 24, 2008
64804_rns_2008-08-24_8be7b4da-d917-4fc3-bb05-3339007a96a5.pdf
Capital/Financing Update
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25 August 2008
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ASX Company Announcement
Issue of New Ordinary Shares and Options
1. Placement of Shortfall under Rights Issue Prospectus
Sun Biomedical Limited ( SBN or the Company ) is pleased to announce that SBN, in conjunction with Patersons Securities Limited, the Lead Manager and Underwriter to the Rights Issue, has raised $644,748 via the placement of the following New Ordinary Shares and Options:
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(a) 64,474,786 New Ordinary Shares; and
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(b) 32,237,394 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 $2,642,948.
2. Placement to Ming and Alice Sun
The Company is also pleased to announce that it has today issued:
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(a) 56,186,217 New Ordinary Shares; and
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(b) 28,093,109 Options exercisable at $0.02 expiring 30 November 2010,
to Ming and Alice Sun as final consideration for the acquisition of Sun Biomedical Laboratories Inc. ( SBL ). The final payment of US$490,000 is to be made shortly.
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]
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. 3. Ordinary Shares. 4. Options. |
|---|---|
| 1. 64,474,786 Ordinary Shares. 2. 32,237,394 Options. 3. 56,186,217 Ordinary Shares. 4. 28,093,109 Options. |
|
| 1. Fully paid ordinary shares. 2. Options exercisable at $0.02, expiring 30 November 2010. 3. Fully paid ordinary shares. 4. 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) 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) |
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. 3. Yes. Ordinary Shares rank pari passu with fully paid ordinary shares on issue. 4. Yes. The Options rank pari passu with the listed options exercisable at $0.02, expiring 30 November 2010. |
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. 3. Yes. Ordinary Shares rank pari passu with fully paid ordinary shares on issue. 4. 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. 3. 1.0 cent per Ordinary Share. 4. Nil. Options attach free to the Ordinary Shares issued. |
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| 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. 3 & 4 The Ordinary Shares and Options are issued as final consideration for the acquisition of Sun Biomedical Laboratories, Inc. |
||
| 1. – 4. 25 August 2008. |
||
| Number | +Class | |
| 717,851,391 160,240,510 |
Ordinary Shares Options exercisable at $0.02, expiring 30 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. - 4. 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 by them. |
Part 2 - Bonus issue or pro rata issue
| 11 | Is security |
holder | approval |
|---|---|---|---|
| required? | |||
| 12 | Is the issue renounceable | or non- | |
| renounceable? |
- See chapter 19 for defined terms.
1/1/2003
Appendix 3B Page 4
| 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 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. Appendix 3B Page 8
1/1/2003
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: 25 August 2008 Print name: Alfonso Grillo (Company secretary)
m445128_1.DOC/ET
[+] See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1