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GENETIC TECHNOLOGIES LIMITED — Capital/Financing Update 2012
Oct 18, 2012
65022_rns_2012-10-18_5c3de123-8bae-4683-a8d6-24d45af6fa94.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT October 19[th] , 2012
Cleansing notice under section 708A the Corporations Act 2001 (Cth)
Genetic Technologies Limited (ASX: GTG; NASDAQ: GENE) advises that a total of 10,200,000 options over the Company’s ordinary shares were exercised today. Details of the issue are included in the attached ASX Appendix 3B.
The Company gives this Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the “Corporations Act”).
The shares arising from the exercise of the options were issued without disclosure under Part 6D.2 of the Corporations Act.
As at the date of this Notice, the Company has complied with:
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the provision of Chapter 2M of the Corporations Act as they apply to the Company; and
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section 674 of the Corporations Act.
As at the date of this Notice, there is no excluded information for the purposes of section 708(7) and section 708(8) of the Corporations Act.
FOR FURTHER INFORMATION PLEASE CONTACT
Dr. Paul D.R. MacLeman Chief Executive Officer
Genetic Technologies Limited Phone: +61 3 8412 7000
Genetic Technologies Limited ABN 17 009 212 328 • Website : www.gtglabs.com • Email : [email protected] Registered Office • 60-66 Hanover Street Fitzroy Victoria 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 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
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
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2 Number of[+] securities issued or to be issued 10,200,000
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(if known) or maximum number which may be issued
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3 Principal terms of the[+] securities (eg, if The issue of shares was made at a options, exercise price and expiry date; if price of $0.045 each as a result of
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partly paid[+] securities, the amount outstanding the exercise of 10,200,000 options
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and due dates for payment; if[+] convertible (GTGAI)
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securities, the conversion price and dates for conversion)
- See chapter 19 for defined terms.
Appendix 3B Page 1
01/08/2012
Appendix 3B New issue announcement
- 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?
Yes
If the additional securities do not rank equally, please state:
-
the date from which they do
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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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5 Issue price or consideration
The shares were issued at a price of $0.045 each, raising $459,000 in total consideration
6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
| 6a | Is the entity an+eligible entity that 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 resolution under rule 7.1A was passed |
| 6c | Number of+securities issued without security holder approval under rule 7.1 |
| 6d | Number of+securities issued with security holder approval under rule 7.1A |
| 6e | Number of+securities issued with security holder approval under rule 7.3, or another |
| specific security holder approval (specify | |
| date of meeting) | |
| 6f | Number of securities issued under an exception in rule 7.2 |
The shares were issued as a result of the exercise of options (GTGAI) No Not applicable Not applicable Not applicable Not applicable 10,200,000
- See chapter 19 for defined terms.
Appendix 3B Page 2
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Appendix 3B New issue announcement
- 6g If securities issued under rule 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.
Not applicable
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6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
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6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
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7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates
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8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in section 2 if applicable)
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9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in section 2 if applicable)
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
| Not applicable | |
| 69,715,773 | |
| 19 October 2012 | |
| Number | +Class |
| 474,971,819 | Ordinary shares |
| Number | +Class |
| 1,700,000 1,800,000 2,875,000 300,000 1,000,000 2,250,000 |
Options at $0.22, exp. 23/10/2012 (GTGAY) Options at $0.045, exp. 8/5/2015 (GTGAI) Options at $0.19, exp. 31/3/2016 (GTGAW) Options at $0.19, exp. 31/5/2013 (GTGAW) Options at $0.20, exp. 31/7/2016 (GTGAM) Options at $0.12, exp. 20/2/2017 (GTGAK) |
| Not applicable |
- See chapter 19 for defined terms.
Appendix 3B Page 3
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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 | |
| 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.
Appendix 3B Page 4
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Appendix 3B New issue announcement
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?
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31 How do[+] security holders sell part of their entitlements through a broker and accept for the balance?
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32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?
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33 +Despatch date
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
- See chapter 19 for defined terms.
Appendix 3B Page 5
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Appendix 3B New issue announcement
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 ntities that have ticked box 34(b) 38 Number of securities for which+quotation is sought 39 Class of+securities for which quotation is sought 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) |
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 ntities that have ticked box 34(b) 38 Number of securities for which+quotation is sought 39 Class of+securities for which quotation is sought 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) |
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 ntities that have ticked box 34(b) 38 Number of securities for which+quotation is sought 39 Class of+securities for which quotation is sought 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) |
|---|---|---|
| Number | +Class | |
Entities that have ticked box 34(b)
- See chapter 19 for defined terms.
Appendix 3B Page 6
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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.
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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.
Sign here:
Date: 19 October 2012
Chief Executive Officer
Print name: Dr. Paul D.R. MacLeman
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 7
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Appendix 3B New issue announcement
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities
Introduced 01/08/12
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
| Part 1 | Part 1 |
|---|---|
| Rule 7.1 – Issues exceeding 15% of capital | |
| Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
|
| Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue |
464,605,152 |
| Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items |
166,667 |
| Subtractthe number of fully paid ordinary securities cancelled during that 12 month period |
|
| “A” | 464,771,819 |
| Step 2: Calculate 15% of “A” | |
| “B” | 0.15 [Note: this value cannot be changed] |
| Multiply“A” by 0.15 | 69,715,773 |
- See chapter 19 for defined terms.
Appendix 3B Page 8
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Appendix 3B New issue announcement
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
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Insert number of equity securities issued or agreed
to be issued in that 12 month period not counting
those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule 7.1 or
rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable ) the securities the
subject of the Appendix 3B to which this form is
annexed
• It may be useful to set out issues of securities on
different dates as separate line items
“C” Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
“A” x 0.15 69,715,773
Note: number must be same as shown in Step 2
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| “A” x 0.15 | 69,715,773 |
|---|---|
| Note: number must be same as shown in Step 2 | |
| Subtract“C” | Nil |
| Note: number must be same as shown in Step 3 | |
| Total[“A” x 0.15] – “C” | 69,715,773 |
| [Note: this is the remaining placement | |
| capacity under rule 7.1] |
- See chapter 19 for defined terms.
Appendix 3B Page 9
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Appendix 3B New issue announcement
Part 2
Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E”
- See chapter 19 for defined terms.
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Appendix 3B New issue announcement
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A
- See chapter 19 for defined terms.
Appendix 3B Page 11
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