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HOLISTA COLLTECH LIMITED — Capital/Financing Update 2007
Aug 5, 2007
65044_rns_2007-08-05_0cf39d2e-3448-42d9-8438-3010cff07a1f.pdf
Capital/Financing Update
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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
CollTech Australia Limited
ABN
24 094 515 992
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 Unlisted Options (“Options”) issued
-
2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued
650,000
- 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. | Each Option entitles the Option holder to subscribe for one | |
|---|---|---|
| Share. | ||
| 2. 3. |
The exercise price for each Option is 10 cents ("Exercise Price"). The Employee may exercise the Options at any time after vesting until they expire, which will be 3 years from the date of grant. Date of Grant was 30 July 2007. Vesting occurs as follows: |
|
| a. 20% on date of grant of options; |
||
| b. 40% 12 months after (a) above and after achievement |
||
| of KPI’s for FY2008; | ||
| c. 40% 12 months after (b) above and after achievement |
||
| of KPI’s for FY2009; | ||
| 4. | The Options may be exercised by the Option holder providing | |
| the Company with written notice and payment of the Exercise | ||
| Price for each Option being exercised. The Company must | ||
| then allot the appropriate number of Shares to the Option holder | ||
| within 10 Business Days. | ||
| 5. | The Options are not assignable or transferable other than to a | |
| company or trust controlled by the Option holder. | ||
| The Options will not bequoted on the ASX. |
- If at any time the Option holder (or where the Option holder is a nominee, the person entitled to appoint that nominee): a. has been dismissed or removed from office for a reason which, in the reasonable opinion of the Board, entitles the Company to dismiss the person without notice;
b. has committed, in the reasonable opinion of the Board, an act of fraud, defalcation or gross misconduct in relation to the affairs of the Company (whether or not charged with an offence); or
c. has, in the reasonable opinion of the Board, done an act which brings the Company into disrepute,
all Options held by the Option holder will immediately lapse and all rights in respect of those Options will cease.
- The Options are otherwise issued under the terms of the CollTech Australia Limited Option holder Share Option Plan approved by the Board on 27 November 2003.
4 Do the[+] securities rank equally in all No respects from the date of allotment with an existing[+] class of quoted +securities? 1. Shares issued pursuant to the exercise of the Options will rank
If the additional securities do not equally from the date of issue of the Shares.
rank equally, please state: 2. Any unexercised Option does not entitle the Option holder to • the date from which they do any dividends, voting rights or the right to participate in rights • the extent to which they or bonus issues made by the Company. participate for the next dividend, 3. If there is a bonus issue to holders of Shares ("Bonus Issue"), (in the case of a trust, the number of Shares over which an Option is exercisable will be increased by the number of Shares, which the Option holder
distribution) or interest payment would have received if the Option had been exercised prior to
• the extent to which they do not the record date for determining entitlements to the Bonus Issue
rank equally, other than in ("Bonus Shares"). The Bonus Shares will be paid up out of the
relation to the next dividend, profits or reserves of the Company in the same manner as is distribution or interest payment applied in the Bonus Issue and will, from time to time, rank pari passu with all other Shares on issue.
-
If there is a pro rata issue (other than a Bonus Issue) to holders of Shares during the currency of, and prior to the exercise of, any Options, the exercise price of the Options will be adjusted in the manner provided by the ASX Listing Rules.
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If, prior to the expiration of any Options, there is a reorganisation of the issued capital of the Company (including, but not limited to, a consolidation, subdivision, share split, cancellation, reduction or return of capital), the rights of the Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
5 Issue price or consideration $0.00 6 Purpose of the issue 650,000 Options issued pursuant to appointment of Mr (If issued as consideration for the Glenn Smith in the position of Sales Director. acquisition of assets, clearly identify those assets)
7 Dates of entering[+] securities into Option Certificates dated 2 August 2007. uncertificated holdings or despatch of certificates
- See chapter 19 for defined terms.
Appendix 3B Page 2
1/1/2003
| 8 Number and+class of all+securities quotedon ASX (_including_the securities in clause 2 if applicable) 9 Number and +class of all +securitiesnot quotedon ASX (_including_the securities in clause 2 if applicable) |
Number | +Class |
|---|---|---|
| 167,882,108 | Ordinary Shares (CAU) | |
| Number | +Class | |
| 390,000 350,000 640,000 650,000 650,000 650,000 2,200,000 1,300,000 650,000 |
Options @ $0.25 (CAUAI) Options @ $0.10 (CAUAK) Options @ $0.25 (CAUAP) Options @$0.25 (CAUAQ) Options @ $0.15 (CAUAS) Options @ $0.10 (CAUAU) Options @ $0.10 (CAUAW) Options @ $0.10 (CAUAY) Options @ $0.10 Expiring 30/7/2010 |
10 Dividend policy (in the case of a Not Applicable trust, distribution policy) on the increased capital (interests)
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 |
N/A |
|---|---|
| 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 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? |
|
|---|---|
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
| 32 | How do+security holders dispose |
|---|---|
| of their entitlements (except by sale | |
| through a broker)? | |
| 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 | Type of securities |
|---|---|---|
| (tick | one) N/A | |
| (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 N/A documents
35[If the ] +securities, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the 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 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
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
-
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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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.
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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: Glen Brune Date: 6 August 2007 (Company Secretary)
Print name: Glen Brune
== == == == ==
- See chapter 19 for defined terms.
Appendix 3B Page 7
1/1/2003