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INVION LIMITED — Share Issue/Capital Change 2011
Jan 31, 2011
65148_rns_2011-01-31_b7d34726-2849-4d6b-ad75-7ee595d98e10.pdf
Share Issue/Capital Change
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1 February 2011
The Manager Company Announcements Office ASX Limited 20 Bridge St SYDNEY NSW 2000
Dear Sir,
CORRECTION TO APPENDIX 3B
On 24 December, CBio Limited (ASX: CBZ) lodged an Appendix 3B in connection with shares issued as commission under the recent Rights Issue. The Company issued 2,826,100 shares on 24 December, however due to an administrative error, the Appendix 3B understated the number of shares issued by 540,000. An Appendix 3B to correct the error is attached to this announcement. As at 1 February, the total number of quoted shares on issue is 140,204,682.
For and on behalf of the Board of CBio Limited
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BEN GRAHAM Company Secretary
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 (Copenhagen: NOVO-B.CO; NYSE: NVO), 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[®] .
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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 Thomas Lönngren (former Executive Director of the European Medicines Agency), Dr Terje Kalland (retired Vice President Biopharmaceuticals Research Unit- Novo Nordisk), 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).
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 be issued 2 Number of[+] securities issued or 540,000 to be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Ordinary Shares rank pari passu with (eg, if options, exercise price and existing Ordinary Shares. 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
4 Do the[+] securities rank equally in Yes. 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 $0.16 per share 6 Purpose of the issue Issue shares as commission in connection to (If issued as consideration for the the Right’s Issue which closed on 27 October acquisition of assets, clearly 2010. identify those assets) Shares were issued on 24 December, however due to an administrative error were not included on the Appendix 3B lodged at the time. 7 Dates of entering +securities 24 December 2010. into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 140,204,682 Ordinary Shares +securities quoted on ASX ( including the securities in 16,287,355 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
| 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) |
Number | +Class |
|---|---|---|
| See Attachment A | Restricted fully paid shares and share options, unlisted share options and convertible notes. |
|
| Not applicable |
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
| 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? |
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
- 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
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) 42 Number and +class of all +securities quoted on ASX (_including_the securities in clause 38) |
Not applicable | |
|---|---|---|
| Not applicable | ||
| Not applicable | ||
| Not applicable | ||
| Number | +Class | |
| Not applicable |
- See chapter 19 for defined terms.
Appendix 3B Page 6
1/1/2003
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: Date: 1 February 2011 (Company secretary)
Print name: BEN GRAHAM
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 7
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 |
| 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 |
(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 |
| 1,900,000 | Share options exercisable at $0.517 each on or before 16 May 2015 |
| 148,148 | Share options exercisable at $0.351 each on or before 15 June 2015 |
| 127,443 | Share options exercisable at $0.306 each on or before 15 July 2015 |
| 166,667 | Share options exercisable at $0.234 each on or before 16 August 2015 |
| 169,109 | Share options exercisable at $0.2306 each on or before 17 January 2016 |
- See chapter 19 for defined terms.
Appendix 3B Page 8
1/1/2003
(c) Convertible Notes on Issue
| Number | +Class |
|---|---|
| 1 | Convertible Note with a face value of $150,000 expiring 18 February 2011. |
| 2 | Convertible Notes with a face value of $1,000,000 each expiring 30 June 2011 |
| 2 | Convertible Notes with a face value of $1,000,000 each expiring 31 December 2011 |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 9