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HOLISTA COLLTECH LIMITED Capital/Financing Update 2009

May 20, 2009

65044_rns_2009-05-20_8242101b-54ba-4c26-8486-115241154687.pdf

Capital/Financing Update

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ASX/MEDIA RELEASE

21 May 2009

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CollTech Executes Agreement to Purchase 100% of Ordinary Shares in Holista Biotech Sdn Bhd

Further to ASX announcements dated 3 December 2008 and 17 March 2009, CollTech Australia Limited (“CollTech”, “the Company”) is pleased to advise that it today executed the final contract for the purchase of all the issued ordinary shares in Holista Biotech Sdn Bhd (“Holista”).

It should be noted that the terms of the final contract have been varied from the original Heads of Agreement as follows.

Holista has on issue 3,000 Redeemable Preference Shares with a redemption value of MYR 3,000,000 (approximately AUD 1,250,000 at MYR2.4 to AUD1). Under the terms of the Heads of Agreement, it was contemplated that the redeemable preference shares would be redeemed prior to the acquisition of 100% of the issued capital of Holista.

It should be noted that the Holista Redeemable Preference Shares will not be acquired by CollTech and will be retained by the vendor of Holista’s ordinary shares, Dato’ Dr. M Rajendran. The Holista Redeemable Preference Shares may be redeemed by the holder at any time or must be redeemed by Holista by 30 June 2011, attract a preferential cumulative dividend of 8% and have no rights of conversion. Full details of the terms of the Redeemable Preference Shares will be included in the Explanatory Memorandum that will accompany the Notice of Meeting of members to approve the purchase and other matters as detailed in the announcement of 17 March 2009.

In the light of these altered terms, a revised proforma balance sheet for CollTech detailing the financial position prior to and after the completion of the acquisition of the ordinary shares in Holista is set out at Annexure A. This information is based on the half yearly audit reviewed accounts for CollTech and the audited financial statements for Holista as at 31 December 2008.

The company is currently finalising the Notice of Meeting of members and expects that the meeting will take place in late June 2009.

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Alan Boys Company Secretary CollTech Australia Limited

Enquiries: Stephen Carter Alan Boys Non‐Executive Chairman Company Secretary P: +618 9426 3900 P: +618 9386 4003 E: [email protected] E: [email protected]

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]

ASX/MEDIA RELEASE

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Annexure A

Pro‐Forma Statement of Financial Position as at 31 December 2008

Note
Cash
4
Receivables
Inventories
Other
Total Current Assets
Cash
Property, plant & equipment
Fair value arising from the acquisition
Intangibles
Total Non‐current Assets
Total Assets
Payables
Interest bearing liabilities
Provisions
Other
Total Current Liabilities
Interest bearing liabilities
Total Non‐Current Liabilities
Total Liabilities
Net Assets
Equity
Capital/contributed equity
Reserves
Retained profits/(losses)
Equity attributable to members of the parent entity
Total equity
CollTech
Holista
Pro Forma
$’000
$’000
$’000
766
2,914
3,680
34
935
969
187
1,092
1,279
16
1,598
1,614
1,003
6,539
7,542
240

240
2,220
2,462
4,682
393
22
22
2,460
2,484
5,355
3,463
9,023
12,897
184
1,403
1,587
363
4.677
5,040
72
72
666
666
547
6,818
7,365
1,010
1,010

1,010
1,010
547
7,828
8,375
2,916
1,195
4,522
13,031
49
3,376
911
1,763
1,763
(11,026)
(617)
(617)
2,916
1,195
4,522
2.916
1,195
4,522

Notes:

  1. Proforma based on audit reviewed accounts of CollTech and audited accounts of Holista as at 31 December 2008

  2. Assumed market capitalisation of CollTech Australia Limited adopted based on 1.2 cents per share 3. Exchange rate of $1AUD = 2.4 MYR

  3. Assumes minimum underwritten take up of CollTech Australia Limited rights issue of $300,000 less estimated costs of issue 5. Assumes no material change in operations of both companies post 31/12/2008

  4. Holista has outstanding Redeemable Preference Shares that can be redeemed by the holder at any time or must be redeemed by 30 June 2011. Under Australian Accounting Standards, such securities must be recorded as a debt instrument and not equity and have been reflected as current liabilities in the above Balance Sheet for Holista and the proforma Balance Sheet.

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]