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HOLISTA COLLTECH LIMITED — Capital/Financing Update 2009
Jul 12, 2009
65044_rns_2009-07-12_4fe1ba0d-ddcf-4d06-b857-05454aca8daa.pdf
Capital/Financing Update
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ASX/MEDIA RELEASE
13 July 2009
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Settlement of Acquisition of Holista Biotech Sdn Bhd
Following the approval by shareholders at the General Meeting held on the morning of 10 July 2009, the Board of CollTech Australia Limited (“CollTech”) is pleased to advise that settlement of the acquisition of all the ordinary issued capital in Holista Biotech Sdn Bhd (“Holista”) took place on the afternoon of 10 July 2009 with CollTech issuing 770,000,000 ordinary shares to Dato’ Dr. M Rajendran A/L V. Marnickavasagar (“Dato’ Dr Rajendran”) for all of the ordinary issued shares in Holista held by him. These securities will be subject to an escrow period of 12 months.
Pursuant to Clause 3.2(a) of the Share Sale Agreement between CollTech, Dato’ Dr Rajendran and Holista, CollTech agreed to vary the terms of Clause 3.1(i) to allow Dato’ Dr Rajendran until 31 December 2009 to acquire the legal and beneficial title to all the Redeemable Preference Shares on issue by Holista.
The Board is also pleased to advise that following approval by shareholders at the General Meeting and the subsequent settlement of the purchase of Holista, Dato’ Dr Rajendran was appointed to the Board on 10 July 2009 and that the Board has confirmed his appointment as Managing Director of CollTech with immediate effect.
In the light of settlement of the acquisition of Holista and approval by shareholders at the General Meeting on 10 July2009, action has been initiated to consolidate the company’s shares and options, which will be the subject of further advice by the ASX.
The Board is pleased to have finalised this transaction and looks forward to working with Dato’ Dr Rajendran in pursuing his vision of the development of a leading regional natural health care company
An Appendix 3B relating to the share issue is attached.
Alan Boys Company Secretary CollTech Australia Limited
Enquiries: Stephen Carter Non‐Executive Chairman P: +618 9426 3900 E: [email protected]
Alan Boys Company Secretary P: +618 9386 4003
CollTech Australia Ltd | ABN 24 094 515 992 PO Box 1661 Osborne Park WA 6916 Australia P +618 9426 3900 | F +618 9426 3909 | W www.colltech.com.au | E [email protected]
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
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 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) |
Fully Paid Ordinary Shares (CAU) |
|---|---|
| 770,000,000 Fully Paid Ordinary Shares | |
| Fully paid |
- 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 Yes 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 $0.01 per share 6 Purpose of the issue Acquisition of all issued ordinary shares in (If issued as consideration for the Holista Biotech Sdn Bhd pursuant to Share acquisition of assets, clearly Sale Agreement between CollTech identify those assets) Australia Limited. Dato’ Dr M Rajendran and Holista Biotech Sdn BHD 7 Dates of entering +securities 13 July 2009 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 308,752,333 Ordinary shares +securities quoted on ASX (CAU) ( including the securities in clause 2 if applicable) 64,313,083 Listed Options (CAUO)
- See chapter 19 for defined terms.
Appendix 3B Page 2
24/10/2005
Appendix 3B New issue announcement
| 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) |
Number | +Class |
|---|---|---|
| 770,000,000 350,000 390,000 650,000 130,000 6,600,000 500,000 8,000,000 |
Ordinary Shares Options@$0.10 expiring 2/8/2009 Options@$0.10 expiring 9/2/2010 Options@$0.10 expiring 9/2/2010 Options@$0.10 expiring 30/7/2010 Options@$0.04 expiring 30/6/2011 Options@$0.04 expiring 22/8/2011 Options@$0.04 expiring 23/10/2011 |
|
| N/A |
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.
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3
Appendix 3B New issue announcement
| 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) |
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- See chapter 19 for defined terms.
Appendix 3B Page 4
24/10/2005
Appendix 3B New issue announcement
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 ‐
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
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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
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5
Appendix 3B New issue announcement
- 37 A copy of any trust deed for the additional[+] securities
Entities that have ticked box 34(b)
38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the date of allotment with an existing[+] class of quoted[+] securities?
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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
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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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41 Reason for request for quotation N/A now
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the case of restricted securities, end of restriction period(if issued upon conversion of another security, clearly identify that other security) Number +Class
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42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)
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.
- See chapter 19 for defined terms.
Appendix 3B Page 6
24/10/2005
Appendix 3B New issue announcement
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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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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: 13/7/2009 Company Secretary Print name: Alan Boys
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7