Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

INVION LIMITED Capital/Financing Update 2010

Apr 7, 2010

65148_rns_2010-04-07_601e6723-588e-4cb2-8e5d-40c3bedf33a0.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [594 x 106] intentionally omitted <==

8 April 2010

The Manager Company Announcements Office ASX Limited 20 Bridge St SYDNEY NSW 2000

Dear Sir,

APPENDIX 3B

CBio Limited has engaged the services of a financial and corporate advisor to provide capital raising, advisory and investor relation services. Pursuant to the engagement, and in part consideration for services rendered to CBio, 500,000 ordinary shares and 5,000,000 share options, with a combined deemed consideration of $250,000 have been issued. The issue of equity as consideration allows the company to retain important cash reserves, to be applied at a latter date to its drug development program.

An Appendix 3B in relation to this issue of shares and share options is attached to this notice.

The Company had appointed Novus Capital Limited as the sponsoring broker to the recent IPO. Following the completion of the IPO and the satisfaction of their IPO commitments to CBio, Novus Capital Limited have agreed to terminate their agreement for the provision of ongoing capital raising and advisory services to CBio.

CBio has previously advised that the funds raised in the IPO, in addition to the funds expected to be received during the year, are expected to meet the working capital requirements of the Company through into early 2011. CBio is currently examining potential funding opportunities which are expected to significantly strengthen the Company’s balance sheet in contemplation of a continued drug development program by CBio following the completion of the current Phase IIa clinical trial in Rheumatoid Arthritis in mid 2011.

As advised to the market on 1 April and in preparation for a funding proposal under consideration by the Company, CBio was negotiating revised expiry date terms with the holder of $2 million in Convertible Notes previously expiring on 31 December 2010. These Notes will now expire on 30 June 2011 with all other terms remaining unchanged. Details of the remaining Convertible Notes on issue can be found in Attachment A to the Appendix 3B accompanying this notice.

For and on behalf of the Board

==> picture [60 x 45] intentionally omitted <==

BEN GRAHAM Company Secretary

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

CBio Limited

ABN

76 094 730 417

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 Ordinary shares & share options be issued 2 Number of[+] securities issued or 500,000 ordinary shares to be issued (if known) or maximum number which may be 5,000,000 share options issued 3 Principal terms of the[+] securities 500,000 fully paid ordinary shares. (eg, if options, exercise price and expiry date; if partly paid 5,000,000 share options with an exercise +securities, the amount price of $1 each and an expiry date of 31 outstanding and due dates for March 2012 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 Ordinary shares- yes. all respects from the date of allotment with an existing[+] class Share options- shares issued upon exercise of quoted[+] securities? of share options will rank equally with other fully paid ordinary shares. 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 Total deemed consideration of $250,000 consisting of 500,000 ordinary shares at a deemed consideration of $0.40 each and 5,000,000 share options at a deemed consideration of $0.01 each. 6 Purpose of the issue Issue of shares and options to a financial (If issued as consideration for the advisor pursuant to an agreement with the acquisition of assets, clearly Company for the provision of capital raising, identify those assets) advisory and investor relations services. 7 Dates of entering +securities 7 April 2010 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 61,221,564 Ordinary Shares +securities quoted on ASX (including the securities in 9,506,895 Share options clause 2 if applicable) exercisable at $1.00 each on or before 31 December 2012

  • 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 See Attachment A Restricted fully paid +securities not quoted on ASX shares and share (including the securities in options, unlisted clause 2 if applicable) share options and convertible notes. 10 Dividend policy (in the case of a n/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
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
  • 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 entitlementsin fullthrough
a broker?
31
How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
  • 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)?

Not applicable

  • 33 +Despatch date

Not applicable

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)

Number +Class 42 Number and +class of all +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.

Sign here: (Company secretary)

Date: .8 April 2010

Print name: BEN GRAHAM

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Appendix 3B New issue announcement

ATTACHMENT A

Number and[+] class of all[+] securities not quoted on ASX (including the securities in clause 2 if applicable)

(a) ASX Restricted Securities (not quoted)

Number +Class
3,359,744 Ordinary fully paid shares, classified by ASX as restricted
securities and to be held in escrow for a period of 24 months
from the commencement of official quotation
11,597,253 Ordinary fully paid shares, classified by ASX as restricted
securities and to be held in escrow for a period of 12 months
from the date of issue
15,087,494 Share options exercisable at $1.00 each on or before 31
December 2012,classified by ASX as restricted securities and
to be held in escrow for a period of 24 months from the
commencement of official quotation
4,780,460 Share options exercisable at $1.00 each on or before 31
December 2012,classified by ASX as restricted securities and
to be held in escrow for a period of 12 months from the date
of issue.

(b) Securities Not Quoted

Number +Class
710,000 Share options exercisable at $2.00 each on or before 31
December 2012
600,000 Share options exercisable at $3.00 each on or before 31
December 2012
  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

Appendix 3B New issue announcement

(c) Convertible Notes on Issue

Shares
Value Conversi-
on Rate
issued if
converted
Options
issued if
Option
exercise price
$ $ converted $ Note expiry
125,000 0.50 250,000 125,000 1.00 31 Dec 2010
2,000,000 0.50 4,000,000 2,500,000 1.00 30 Jun 2011
2,000,000 0.286 7,000,000 2,500,000 1.00 31 Dec 2011
4,125,000 - 11,250,000 5,125,000 - -
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9