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IMPEDIMED LIMITED Share Issue/Capital Change 2012

Jun 24, 2012

65135_rns_2012-06-24_9cd4eb93-7d82-4f40-953d-277c81c28f5e.pdf

Share Issue/Capital Change

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ASX: IPD
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25 June 2012

ASX RELEASE: Option Grant, other option movement and release of restricted shares

Brisbane, Australia - ImpediMed Limited (ASX: IPD) (the “Company” or “ImpediMed”) provides herewith an Appendix 3B for the following:

  • Issue of options to purchase 300,000 shares to a consultant for services rendered.

  • Cancellation or expiration of certain options (unquoted) with varying expiration dates under ESOP as follows

  • 200,000 with an exercise price of A$0.6652;

  • 101,666 with an exercise price of A$0.6790;

  • o 29,334 with an exercise price of A$0.7616; o 110,333 with an exercise price of A$0.4518; and o 22,500 with an exercise price of A$0.6818.

  • Release of 74,000 restricted unquoted fully paid ordinary shares upon lapse of 10 business day notice. Release of 21,000 restricted unquoted fully paid ordinary shares upon separation of employee.

The resulting issued Share and Option structure upon release of the restricted shares is as follows:

  • Quoted Fully Paid Ordinary Shares 181,229,055

  • Unquoted Fully Paid Ordinary Shares (restricted) 85,000  Quoted Options (IPO Options) 12,478,500  Unquoted Options 8,899,113

Stephen Denaro Company Secretary

ENDS

For further information contact:

Greg Brown CEO & Director T: +61(7) 3860 3700 M: +61408281127

Page 1 of 2

About ImpediMed

L-Dex[®] is a trademark of ImpediMed Limited.

The L-Dex[®] scale is a tool to aid in the clinical assessment of unilateral lymphoedema of the arm and leg in women and the leg in men by a medical provider. The L-Dex[®] scale is not intended to diagnose or predict lymphoedema of an extremity.

About ImpediMed

ImpediMed Limited is the world leader in the development and distribution of medical devices employing Bioimpedance Spectroscopy (BIS) technologies for use in the non-invasive clinical assessment and monitoring of fluid status. ImpediMed’s primary product range consists of a number of medical devices that aid surgeons, oncologists, therapists and radiation oncologists in the clinical assessment of patients for the potential onset of secondary lymphoedema. Pre-operative clinical assessment in cancer survivors, before the onset of symptoms, may prevent the condition from becoming a lifelong management issue and thus improve the quality of life of the cancer survivor. ImpediMed has the first medical device with an FDA clearance in the United States to aid health care professionals, clinically assess secondary unilateral lymphoedema of the arm and leg in women and the leg in men.

For more information, visit: www.impedimed.com.au

Page 2 of 2

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 Options (Unquoted) under ESOP be issued

  • 2 Number of[+] securities issued or 300,000 Options (unquoted) under ESOP to be issued (if known) or maximum number which may be issued

Principal terms of the[+] securities Issue of 300,000 Options under ESOP grant; (eg, if options, exercise price and exercise price is A$0.4318; expiring in two expiry date; if partly paid tranches as follows. +securities, the amount outstanding and due dates for payment; if +convertible 150,000 expiring 30 June 2017; and 150,000 expiring 31 December 2017; 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
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
clause 2 if applicable)
Yes, equally with other Options Yes, equally with other Options
Nil consideration
Grants under the Employee Share and
Option Plans to consultant for services
rendered
25 June 2012
Number +Class
181,229,055
12,478,500
85,000
Ordinary Shares
IPDO Options
Ordinary Shares
(restricted)
  • 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 8,899,113 (including Options +securities not quoted on ASX 300,000 issued, ( including the securities in 463,833 expired or clause 2 if applicable) cancelled) 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
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
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 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 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? 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 n/a now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all n/a n/a +securities quoted on ASX ( including the securities in clause 38)

  • 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.

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Sign here: ............................ (Company secretary) Print name: Stephen Denaro.........................

Date: .25 June 2012.

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7