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HANSEN TECHNOLOGIES LIMITED Share Issue/Capital Change 2009

Nov 3, 2009

65073_rns_2009-11-03_5cc10e8c-b969-419e-bf25-c18d20229cff.pdf

Share Issue/Capital Change

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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.

Name of entity

Hansen Technologies Limited ABN 90 090 996 455

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)
Ordinary shares
150,000
Fully paid ordinary shares
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

  • 4 Do the[+] securities rank equally in all respects from the date of allotment Yes 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 $27,750 6 Purpose of the issue Shares issued upon exercising of Employee (If issued as consideration for the Options granted on 1 July 2006 and 1 acquisition of assets, clearly identify November 2006 those assets)

7 Dates of entering[+] securities into 4 November 2009 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 154,437,772 Ordinary Fully paid +securities quoted on ASX ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

  • Number +Class

  • 9 Number and +class of all 1,590,000 Options issued +securities not quoted on ASX pursuant to Employee ( including the securities in clause Option Plan 2 if applicable)

  • 10 Dividend policy (in the case of a The directors of the company may from time to trust, distribution policy) on the time distribute the profits of the company by increased capital (interests) way of dividend amongst the shareholders in proportion to the amount paid up or 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?
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
No
N/A
N/A
Options issued pursuant to Employee Option
Plan
Not applicable
Not applicable
Not applicable
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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 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?
Issue not underwritten
Not applicable
Not applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

  • 33 +Despatch date

Not applicable

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) � 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 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.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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
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)
N/A
N/A
N/A
N/A
Number +Class
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

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.

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

  • 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:

==> picture [115 x 63] intentionally omitted <==

............................................................ Date 04 November 2009 ~~(Director/~~ Company secretary)

Print name: Grant Lister

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

Hansen Technologies Limited Top 20 Investors

4 November 2009

Rank Name %IC
1 OTHONNA PTY LTD 91,160,249 59.05%
2 COGENT NOMINEES PTY LIMITED 22,776,841 14.75%
3 ANTAN PTY LTD 11,169,297 7.23%
4 NATIONAL NOMINEES LIMITED 4,613,046 2.99%
5 MR ANTHONY DAVID HANSEN 1,399,871 0.91%
6 MR BRUCE RODNEY PETTIT 1,075,000 0.70%
7 OZCUN PTY LTD 739,154 0.48%
8 MR JAMES LUCAS & MS LESLEY DORMER 689,147 0.45%
9 MRS YVONNE IRENE HANSEN 655,607 0.42%
10 MR KENNETH HANSEN 532,107 0.34%
11 MR BRUCE RODNEY PETTIT 525,227 0.34%
12 MR CAMERON HUNTER 401,387 0.26%
13 MS TANYA JACINTA HANSEN 374,100 0.24%
14 MR STEPHEN COCKER & MRS DENISE COCKER 342,000 0.22%
15 MR GRANT LISTER 300,000 0.19%
MR JOHN ELDRED WILLIAMS & MRS JUNE MABEL
16 WILLIAMS 277,200 0.18%
17 LAYUTI PTY LTD 260,664 0.17%
MR CHRISTOPTHER JAMES PIGGOT & MRS
18 SHIRLEY JANICE PIGGOTT 257,200 0.17%
MR GARY PHILLIP GREY AND MS STEPHANIE
19 ANNE REYNOLDS 232,572 0.15%
20 HSBC CUSTODY NOMINEES (AUSTRALIA) LTD 204,548 0.13%

Appendix 3B New issue announcement

INVESTOR RANGES

4 November 2009

Totals for Security Code HSN

Ranges Investors Securities
% Issued Capital
**Range ** Securities % No of Holders
100,001 and Over 141,464,802 91.63 45
10,001 to 100,000 10,056,942 6.51 360
5,001 to 10,000 1,700,101 1.10 227
1,001 to 5,000 1,118,671 0.72 360
1 to 1,000 50,256 0.03 101
  • See chapter 19 for defined terms.

Appendix 3B Page 10

1/1/2003

Attachment A

OPTIONS ISSUED UNDER THE EMPLOYEE OPTION PLAN NOT QUOTED ON ASX

Number of Options Expiry Date Exercise Price
440,000 1 Jul 2012 $0.265
540,000 1 Jul 2013 $0.39
610,000 1 Jul 2014 $0.41

Australian Securities & Investments Commission

Form 484

Corporations Act 2001

Change to company details

Sections A, B or C may be lodged independently with this signed cover page to notify ASIC of:

A1 Change of address B1 Cease company officeholder C1 Cancellation of shares A2 Change of name - officeholders or members B2 Appoint company officeholder C2 Issue of shares A3 Change - ultimate holding company B3 Special purpose company C3 Change to share structure C4 Changes to the register of members

If there is insufficient space in any section of the form, you may photocopy the relevant page(s) and submit as part of this lodgement

Company details
Refer to guide for information about
corporate key
Companyname Companyname Corporatekey
Hansen Technologies Limited
ACN/ABN
090 996 455
Lodgement details Who should ASIC contact if there is a query about this form?
Name
Grant Lister/Company Secretary
ASICregistered agentnumber(ifapplicable)
Telephonenumber
03 9840 3000
Postaladdress
2 Frederick Street, Doncaster
Victoria 3108
Total number of pages including this cover sheet
2
2

Signature

This form must be signed by a current officeholder of the company.

I certify that the information in this cover sheet and the attached sections of this form are true and complete.

Name
Grant Lister
Capacity
Director
Company secretary
Signature
Datesigned
0 4 / 1 1 / 0 9
[D D] [M M] [Y Y]

Lodgement Send completed and signed forms to: For help or more information Australian Securities and Investments Commission, Telephone 03 5177 3988 PO Box 4000, Gippsland Mail Centre VIC 3841. Email [email protected] Web www.asic.gov.au Or lodge the form electronically by visiting the ASIC website www.asic.gov.au

ASIC Form 484

Cover page

26 February 2004

C2 Issue of shares

List details of new share issues in the following table.

Share class code Number of shares issued Amount paid per share Amount unpaid per share
Ordinary 75,000 $0.26 Nil
Ordinary 75,000 $0.11 Nil

Earliest date of change

Please indicate the earliest date that any of the above changes occurred

0 4 / 1 1 / 0 9 [D D] [M M] [Y Y]

If shares were issued for other than cash, were some or all of the shares issued under a written contract?

[Yes ]

if yes, proprietary companies must also lodge a Form 207Z certifying that all stamp duties have been paid. Public companies must also lodge a Form 207Z and either a Form 208 or a copy of the contract.

[No ]

if no, proprietary companies are not required to provide any further documents with this form. Public companies must also lodge a Form 208.

C3 Change to share structure

Where a change to the share structure table has occurred (eg. as a result of the issue or cancellation of shares), please show the updated details for the share classes affected. Details of share classes not affected by the change are not required here.

Share
class code
Full title if not standard Total number of
shares (current
afterchanges)
Total amount
paid on these
shares
Total amount
unpaid on these
shares
Ordinary Exercise of Employee Options 154,437,772 $48,456,703 Nil
Earliest date of change
Please indicate the earliest date that any of the above changes occurred
[D
D]
[M
M]
[Y
Y]
0
4
/1
1
/0 9
0

Lodgement details

Is this document being lodged to update the Annual Company Statement that was sent to you?

[Yes ]

[No ]

ASIC Form 484

Section C Page 3 of 5

26 February 2004