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INVION LIMITED — Director's Dealing 2010
Dec 6, 2010
65148_rns_2010-12-06_d417e564-02b8-412b-aee7-1b673f0a84fd.pdf
Director's Dealing
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7 December 2010
The Manager Company Announcements Office ASX Limited 20 Bridge St SYDNEY NSW 2000
Dear Sir,
APPENDIX 3Y’S AND BREACH OF LISTING RULE 10.11
On 22 November 2010, the Company lodged Appendix 3Y’s in relation to shares acquired by entities associated with Professor John Funder and Dr Michael Monsour as part of the Shortfall to the recent Rights Issue offered by the Company.
The Company was subsequently advised by the ASX that the issue of shares to directors under the Shortfall required prior shareholder approval. As the Company has not received prior shareholder approval the issue was therefore in breach of Listing Rule 10.11. To rectify the breach, the ASX requested that the shares acquired by the Directors under the Shortfall be disposed.
The shares have been disposed of in accordance with the directions of the ASX. The shares were disposed of at a price equivalent to the issue price and therefore no profit was made on this unintentional breach. Appendix 3Y’s are attached to this notice.
The breach of Listing Rule 10.11 was inadvertent and unintentional and the Company has taken steps to ensure such a breach is not repeated in the future.
Both Dr Monsour and Professor Funder remain shareholders in CBio and are fully supportive of the Company. Dr Monsour has a relevant interest in 9.7 million CBio shares (8.14% of the issued capital of the Company) and 3.1 million options and recently acquired 3.8 million shares under the ‘entitlement’ portion of the Right’s Issue. Professor Funder has a relevant interest in 100,000 shares and 1 million share options.
For and on behalf of the Company.
BEN GRAHAM
Company Secretary
COMPANY & INVESTOR RELATIONS MEDIA LIAISON Ben Graham Melanie Farris Company Secretary Manager, Corporate Projects CBio Limited CBio Limited T: +61 7 3841 4844 T: +61 449 148 448 [email protected] [email protected]
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About CBio
CBio is an Australian ASX listed company established in 2000. CBio’s lead product XToll[®] is a potential newgeneration drug therapy which could provide safer and more effective treatment of autoimmune diseases such as rheumatoid arthritis. It is currently being trialled in phase II clinical trials in patients with rheumatoid arthritis (RA). Global sales of RA therapies exceeded US$17 billion in 2008.
Novo Nordisk A/S, a top 20 global pharmaceutical company and world-leader in diabetes care, has an exclusive option to enter into a licence agreement for the intellectual property rights relating to XToll[®] .
CBio’s Board includes internationally experienced drug developers including Dr Goran Ando, Vice-Chairman Novo Nordisk A/S (formerly president of R&D at Pharmacia/Pfizer and R&D director of Glaxo Group, UK); Dr Peter Corr, Founder and co-General Partner of Celtic Therapeutics (formerly Senior Vice-President for Science and Technology at Pfizer and Chairman of the Board of Governors, New York Academy of Sciences); and Professor John Funder, AO, Professor of Medicine at Monash University, Senior Fellow at Prince Henry's Institute of Medical Research (formerly Director of the Baker Institute, 1990-2001).
About Rheumatoid Arthritis
Rheumatoid Arthritis is a chronic autoimmune disease, mainly characterised by inflammation of the lining of the joints. It can lead to long-term joint damage, resulting in chronic pain, loss of function and disability. The effects of RA are systemic, which means it can affect other organs in the body, and cardiovascular dysfunction in addition to RA is common. RA symptoms can make even the simplest activities – such as opening a jar or taking a walk – difficult to manage. RA has a worldwide distribution with a prevalence of 1 to 2% – which currently equates to approximately 100 million people. Prevalence increases with age, approaching 5% in women over age 55. RA is two to three times more common in women than in men and generally occurs between the ages of 40 and 60, but it can also affect young children and older adults. Currently, there is no cure.
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
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 30/9/2001.
Name of entity CBIO LIMITED ABN 76 094 730 417
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | PROFESSOR JOHN FUNDER |
|---|---|
| Date of last notice | 18 November 2010 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Valerie Diamond & John Funder Diamond Super Fund A/C> Dr John Funder & Ms Valerie Funder Diamond Super Fund A/C> Professor Funder is a beneficiary of the superannuation fund. |
| Date of change | 3 December 2010 |
| No. of securities held prior to change | Valerie Diamond & John Funder Diamond Super Fund A/C> 170,000 ordinary fully paid shares Dr John Funder & Ms Valerie Funder Diamond Super Fund A/C> 1,000,000 share options |
| Class | Ordinary |
| Number acquired | nil |
| Number disposed | 70,000 ordinary shares |
- See chapter 19 for defined terms.
Appendix 3Y Page 1
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$0.16 per share |
|---|---|
| No. of securities held after change | Valerie Diamond & John Funder Diamond Super Fund A/C> 100,000 ordinary fully paid shares Dr John Funder & Ms Valerie Funder Diamond Super Fund A/C> 1,000,000 share options |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Professor Funder recently acquired 70,000 shares under the Rights Issue Shortfall. The ASX have advised that this was in breach of Listing Rule 10.11 and that prior shareholder approval was required for this transaction. ASX have requested the disposal of the 70,000 shares acquired under the Shortfall. The shares have been disposed off-market at $0.16 per share, a price equal to the price at which the shares were acquired. |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | n/a |
|---|---|
| Nature of interest | n/a |
| Name of registered holder (if issued securities) |
n/a |
| Date of change | n/a |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
n/a |
| Interest acquired | n/a |
| Interest disposed | n/a |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
n/a |
| Interest after change | n/a |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
- See chapter 19 for defined terms.
Appendix 3Y Page 3
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
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 30/9/2001.
Name of entity CBIO LIMITED ABN 76 094 730 417
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | DR MICHAEL MONSOUR |
|---|---|
| Date of last notice | 25 NOVEMBER 2010 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct: Dr Michael Monsour Indirect: Described below |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
1. MP Monsour Medical Practice Pty Ltd Superannuation Fund A/C> 2. MPAMM Pty Ltd 3. Australian Technology Innovation Fund Limited. 4. Australian Biofunds Investments Limited Dr Monsour is a Director and shareholder of the entities identified above. |
| Date of change | 3 December 2010 |
- See chapter 19 for defined terms.
Appendix 3Y Page 1
11/3/2002
Appendix 3Y Change of Director’s Interest Notice
| No. of securities held prior to change | 1. Dr Michael Monsour 65,464 ordinary shares 2. MP Monsour Medical Practice Pty Ltd Superannuation\ Fund\ A/C> 2,785,848 ordinary shares and 1,490,000 share options 3. MPAMM Pty Ltd 7,540,691 ordinary shares and 1,614,000 share options 4. Australian Technology Innovation Fund Limited 289,118 ordinary shares 5. Australian Biofunds Investments Limited 199,755 ordinary shares |
|---|---|
| Class | Ordinary |
| Number acquired | NIL |
| Number disposed | MPAMM Pty Ltd- 156,250 ordinary shares MP Monsour Medical Practice Pty Ltd Monsour Medical Practice Superannuation\ Fund A/C>-978,219ordinaryshares |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$0.16 per share |
| No. of securities held after change | 1. Dr Michael Monsour 65,464 ordinary shares 2. MP Monsour Medical Practice Pty Ltd Superannuation\ Fund\ A/C> 1,807,629 ordinary shares and 1,490,000 share options 3. MPAMM Pty Ltd 7,384,441 ordinary shares and 1,614,000 share options 4. Australian Technology Innovation Fund Limited 289,118 ordinary shares 5. Australian Biofunds Investments Limited 199,755 ordinary shares |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
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Appendix 3Y Change of Director’s Interest Notice
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Entities associated with Dr Monsour recently acquired 1,134,469 shares under the Rights Issue Shortfall. The ASX have advised that this was in breach of Listing Rule 10.11 and that prior shareholder approval was required for this transaction. ASX have requested the disposal of the 1,134,469 shares acquired under the Shortfall. The shares have been disposed off-market at $0.16 per share, a price equal to the price at which the shares were acquired. |
|---|---|
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | n/a |
|---|---|
| Nature of interest | n/a |
| Name of registered holder (if issued securities) |
n/a |
| Date of change | n/a |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
n/a |
| Interest acquired | n/a |
| Interest disposed | n/a |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
n/a |
| Interest after change | n/a |
- See chapter 19 for defined terms.
Appendix 3Y Page 3
11/3/2002