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IMPEDIMED LIMITED — Share Issue/Capital Change 2008
Nov 19, 2008
65135_rns_2008-11-19_95c4dabf-0980-4f1c-ba10-311f75ab5133.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, 24/10/2005.
Name of entity
ImpediMed Limited
ABN
65 089 705 144
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)
- 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 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all +securities quoted on ASX ( including the securities in clause 2 if applicable)
- See chapter 19 for defined terms.
Appendix 3B Page 2
24/10/2005
Appendix 3B New issue announcement
Number +Class 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)
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval n/a required? 12 Is the issue renounceable or non‐ n/a renounceable? 13 Ratio in which the[+] securities n/a will be offered 14 +Class of +securities to which the n/a offer relates 15 +Record date to determine n/a entitlements 16 Will holdings on different n/a registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements n/a in relation to fractions 18 Names of countries in which the n/a 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 n/a acceptances or renunciations
- 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? |
n/a |
|---|---|
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a | |
| n/a |
- 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)?
n/a
33 +Despatch date
n/a
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) |
2,918,648 |
|---|---|
| Ordinary Shares | |
| Yes, Ordinary Shares. | |
| Release from mandatory escrow of Xitron consideration shares per announcement on 6thOctober 2008 |
Number +Class 42 Number and +class of all 79,677,983 Ordinary Shares +securities quoted on ASX ( including the securities in clause 12,500,000 IPO Options 38) (ticker IPDO)
- 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.
-
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.
-
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.
20[th] Nov 2008 Sign here: ............................................................ Date: ......................... (Director/Company secretary) Phillip Stephen Auckland Print name: .........................................................
== == == == ==
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7
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ASX Limited ABN 98 008 624 691 Level 5 Riverside Centre 123 Eagle Street Brisbane QLD 4000
6 October 2008
Phil Auckland CFO and Company Secretary ImpediMed Limited. Level 7, 102 Adelaide Street BRISBANE QLD 4000
PO Box 7055 Riverside Centre Brisbane QLD 4001
Telephone 61 07 3835 4001 Facsimile 61 07 3832 4114 Internet http://www.asx.com.au
By email: [email protected]
Dear Mr Auckland
ImpediMed Limited (the “Company”)
Our records indicate that the following restricted securities are due for release from escrow on 21 October 2008.
| Description of securities | Number of securities |
|---|---|
| Fully paid ordinary shares | 2,918,648 |
This letter may be presented to the bank or recognised trustee holding the securities or to the provider of registry services to the entity where securities are held on the issuer sponsored register subject to a holding lock, as confirmation that the securities may be released from escrow on or after the next business day following Tuesday, 21 October 2008. The securities may not be released before that date.
Yours sincerely,
==> picture [125 x 30] intentionally omitted <==
Patrick O’Connor Adviser, Issuers (Brisbane)
Page 1 of 1
IPD2008.10.06L‐poc
ImpediMed Limited ‐ Summary of securities on issue
| Instrument Details Quoting Status Escrow Status Escrow Release Date |
Balance at 30‐Jun‐2008 Quotation of Xitron Consideration Shares |
Closing Balance |
|
|---|---|---|---|
| Ord Shares Shares on Issue Pre‐Prospectus Quoted Unrestricted n/a Ord Shares Shares on Issue Pre‐Prospectus Quoted Voluntary Escrow 24/04/2008 Ord Shares Shares on Issue Pre‐Prospectus Quoted Voluntary Escrow 24/10/2008 Ord Shares Shares issued through IPO Quoted Unrestricted n/a Ord Shares Placement 11th July 2008 Quoted Unrestricted n/a Ord Shares Placement 30th July 2008 Quoted Unrestricted n/a Ord Shares Quotation of Xitron Consideration Shares Quoted Unrestricted n/a Total Quoted Shares Ord Shares Shares on Issue Pre‐Prospectus Unquoted Mandatory Escrow 24/10/2009 Ord Shares Issue on Closing of Xitron Acquisition : 01‐Oct‐07 Unquoted Mandatory Escrow 1/10/2008 Ord Shares Issue Xitron Acqn Working Cap Adj : 21 Dec 08 Unquoted Mandatory Escrow 1/10/2008 Ord Shares Issue Xitron Acq'n Milestone 1 : 21‐Apr‐08 Unquoted Mandatory Escrow 1/10/2008 Ord Shares Issue CY2007 Performance Shares ‐ 1/3 vesting Unquoted Share Plan Escrow Conditional Total Shares on Issue |
31,789,017 ‐ 14,370,317 25,000,000 1,600,001 4,000,000 2,918,648 |
31,789,017 ‐ 14,370,317 25,000,000 1,600,001 4,000,000 2,918,648 |
|
| 76,759,335 2,918,648 7,510,126 2,041,318 2,041,318 ‐ 120,212 120,212 ‐ 757,118 757,118 ‐ 130,749 |
79,677,983 7,510,126 ‐ ‐ ‐ 130,749 |
||
| 87,318,858 ‐ |
87,318,858 | ||
| IPDO Opts IPO Options issued through Prospectus on IPO Quoted Unrestricted n/a CEO Opts Options on issue Pre‐Prospectus Unquoted Restricted 24/10/2009 CEO Opts Options issued to CEO through Prospectus Unquoted Restricted 24/10/2009 ESOP Opts Options on issue Pre‐Prospectus Unquoted Unrestricted n/a Total Options on Issue |
12,500,000 747,673 1,000,000 3,700,000 |
12,500,000 747,673 1,000,000 3,700,000 |
|
| 17,947,673 ‐ |
17,947,673 | ||