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GENETIC TECHNOLOGIES LIMITED — Capital/Financing Update 2008
Jul 21, 2008
65022_rns_2008-07-21_c54fd7ac-3156-4acf-89aa-ac3d8756431e.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT July 22[nd] , 2008
GTG acquires Frozen Puppies
Genetic Technologies Limited (ASX: GTG; NASDAQ: GENE) is pleased to announce it has acquired Frozen Puppies Dot Com Pty. Ltd. (“FPDC”), Australia’s foremost provider of canine reproductive services.
Based in Calga, New South Wales, FPDC uses a proprietary system of canine semen collection, freezing and artificial insemination to significantly improve conception rates and litter sizes. This system enables FPDC to consistently deliver conception rates of over 90%. FPDC also provides an online frozen semen bank of pre-assessed, quality canine semen as well as an import/export service for breeders from around the world.
Chief Executive Officer of GTG, Mr. Michael Ohanessian, said “Frozen Puppies serves the same customer base that we do for our canine genetic testing business and for essentially the same purpose – greyhound and pedigree dog breeders who are trying to improve their breeding outcomes. We assist breeders by ensuring that puppies are of known parentage and clear of important hereditary diseases. Frozen Puppies enables them to breed more efficiently. Together we can offer assistance in delivering higher quality pedigrees in a cost effective manner.”
Under the terms of the Agreement between GTG and Frozen Puppies, GTG has acquired 100% of the issued share capital of FPDC in return for the issue to the FPDC shareholders of 12,254,902 ordinary shares in GTG and the payment of $153,160 in cash.
In other key terms of the acquisition, GTG has advanced $346,840 in loan funds to FPDC to enable shareholder loans to be repaid, and Employment Agreements have been executed between GTG and the five principals of FPDC.
GTG plans to expand the FPDC service throughout Australia and into Asia in conjunction with its suite of DNA-related tests for the canine breeder market. It is expected that the acquisition will be accretive to earnings per share in year two.
Details of the GTG shares which have now been issued are included on the attached ASX Appendix 3B.
Voluntary Restriction Agreements have been executed with all former FPDC shareholders. As a result, 80% of the 12,254,902 GTG shares are subject to voluntary escrow and will be released from escrow in four equal tranches after the expiration of 6, 12, 18 and 24 months from the date of the issue, respectively.
As described above, GTG has today issued ordinary shares without disclosure to the former FPDC shareholders under the fundraising provisions of Part 6D.2 of the Corporations Act and this notice is given pursuant to section 708A(5)(e) of the Corporations Act. As at the date of this notice, GTG has complied with its financial reporting and auditing obligations under Chapter 2M of the Corporations Act and its continuous disclosure obligations under section 674 of the Corporations Act. In particular, there is no information which GTG has withheld from Listing Rule 3.1 disclosure under the confidentiality carve-out from disclosure.
Genetic Technologies Limited • Website : www.gtg.com.au • Email : [email protected] ABN 17 009 212 328 Registered Office • 60-66 Hanover Street Fitzroy VIC 3065 Australia • Postal Address P.O. Box 115 Fitzroy Victoria 3065 Australia Phone +61 3 8412 7000 • Fax +61 3 8412 7040
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FOR INFORMATION REGARDING THIS ANNOUNCEMENT PLEASE CONTACT
Michael B. Ohanessian Chief Executive Officer
Genetic Technologies Limited (ABN 17 009 212 328) Phone: +61 3 8412 7000
Genetic Technologies Limited • Website : www.gtg.com.au • Email : [email protected] ABN 17 009 212 328 Registered Office • 60-66 Hanover Street Fitzroy VIC 3065 Australia • Postal Address P.O. Box 115 Fitzroy Victoria 3065 Australia Phone +61 3 8412 7000 • Fax +61 3 8412 7040
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
GENETIC TECHNOLOGIES LIMITED
ABN
17 009 212 238
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 Fully paid ordinary shares
-
2 Number of[+] securities issued or to 12,254,902
-
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)
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement
-
4 Do the[+] securities rank equally in all Yes
-
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
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5 Issue price or consideration $1,250,000
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6 Purpose of the issue (If issued as consideration for the As partial consideration for the purchase of acquisition of assets, clearly identify Frozen Puppies Dot Com Pty. Ltd. those assets)
-
7 Dates of entering[+] securities into 22 July 2008
-
uncertificated holdings or despatch of certificates Number +Class
-
8 Number and[+] class of all[+] securities quoted on ASX ( including the 374,644,801 Ordinary shares securities in clause 2 if applicable)
-
See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 2
Appendix 3B New issue announcement
| 9 Number and+class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) |
Number | +Class |
|---|---|---|
| 700,000 175,000 200,000 300,000 750,000 700,000 250,000 200,000 450,000 3,650,602 2,800,000 1,000,000 |
OPTIONS AT $0.44 EXPIRING 20 MAY 2009 (GTGAQ) OPTIONS AT $0.38 EXPIRING 20 MAY 2009 (GTGAS) OPTIONS AT $0.56 EXPIRING 27 FEBRUARY 2010 (GTGAZ) OPTIONS AT $0.49 EXPIRING 27 FEBRUARY 2010 (GTGAZ) OPTIONS AT $0.48 EXPIRING 6 SEPTEMBER 2010 (GTGAA) OPTIONS AT $0.43 EXPIRING 12 AUGUST 2011 (GTGAD) OPTIONS AT $0.53 EXPIRING 12 AUGUST 2011 (GTGAE) OPTIONS AT $0.45 EXPIRING 11 JUNE 2009 (GTGAK) OPTIONS AT $0.40 EXPIRING 31 MAY 2012 (GTGAH) OPTIONS AT $0.17 EXPIRING 24 SEPTEMBER 2012 (GTGAW) OPTIONS AT $0.22 EXPIRING 23 OCTOBER 2012 (GTGAY) OPTIONS AT $0.13 EXPIRING 30 JUNE 2014 (GTGAI) |
10 Dividend policy (in the case of a trust, distribution Not applicable policy) on the increased capital (interests)
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 3
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 |
- See chapter 19 for defined terms.
24/10/2005
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Appendix 3B New issue announcement
| 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 | |
| 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.
24/10/2005
Appendix 3B Page 5
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 )
-
(a) x 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
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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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.
24/10/2005
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Appendix 3B New issue announcement
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)
-
42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
Number +Class
- See chapter 19 for defined terms.
24/10/2005
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.
-
We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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 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.
Sign here:
Date: 22 July 2008
Chief Executive Officer
Print name: Michael B. Ohanessian
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- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 8