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MEMPHASYS LIMITED. — Capital/Financing Update 2008
Apr 13, 2008
65314_rns_2008-04-13_0ae1ef48-28c2-45db-b2a1-2877255d6bec.pdf
Capital/Financing Update
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FOR IMMEDIATE RELEASE
Appendix 3B quotation of Securities under the 14% Converting Notes Prospectus
SYDNEY, AUSTRALIA – 14 April, 2008 – NuSep Ltd (ASX: NSP) has issued the attached Appendix 3B to apply for the quotation of 500,000 14% Converting Notes at an issue price (face value) of $10 per Note to raise up to $5 million. The Offer is contained in the Short Form Prospectus dated 14 April 2008.
The final number of Converting Notes to be issued under the prospectus will be confirmed after the Extraordinary General Meeting of the Company to be held on 30 May 2008.
About NuSep
NuSep (ASX: NSP) is a publicly listed life sciences company that sells products into the global bioseparations market. The company has offices in both Sydney, Australia and Atlanta, USA.
With a 30 year heritage in biological separations, NuSep has forged a world class reputation for its innovative yet simple biological separation techniques including the world’s first IVF sperm separation device. In short NuSep has redefined the BioSeparations market through innovation and simplification.
NuSep’s world renowned research team has developed an extensive portfolio of patented products. In all, NuSep currently manufactures, distributes and sells 55 products to customers in the USA, Europe, Asia and Australia.
NuSep Products:
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Gels – NuSep offers two precast gel ranges: iGels, innovative gels including long life gels with a 2 year shelf life: and NuBlu, high quality gels at an everyday price.
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Separation Instruments – NuSep has developed two unique biological separation instruments. The first instrument released in February 2008 can separate biological samples into 8 fractions for use in the proteomic market. The second instrument separates sperm for fertility treatments such as IVF and is presently undergoing clinical trials.
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Biological Products – NuSep supplies research grade biological products manufactured using its unique separation technologies. These products include human IgG and Albumin.
For more information about NuSep please visit the company’s website www.NuSep.com
Contact: Prakash Patel Chief Financial Officer & Company Secretary +61 2 8977 9000 [email protected]
NuSep Ltd 22 Rodborough Rd Frenchs Forest NSW 2086
Postal Address P.O. Box 6126 Frenchs Forest NSW 2086
Contact Details Email [email protected] Telephone +61 2 8977 9000 Web www.nusep.com Facsimile +61 2 8977 9099 ABN 33 120 047 556
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
NuSep Ltd
ABN
33 120 047 556
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) |
Unsecured Converting Notes |
|---|---|
| Up to a maximum of 500,000 Converting Notes | |
| Each Converting Note has a $10 face value and will be denominated in Australian dollars (AUD$). Each Converting Note converts into 40 fully paid ordinary Shares in NuSep. This gives a conversion price of 25¢ per Share. Converting Noteholders may convert their Converting Notes at any time after the first anniversary of the Converting Notes being issued. NuSep may redeem the Converting Notes bi-annually after the first anniversary of the Converting Notes being issued. Unless previously converted or redeemed, the Converting Notes will automatically convert into Shares on 30 September 2011. |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
4 Do the[+] securities rank equally in all See 3 above. respects from the date of allotment +with an existing securities?[+] class of quoted Upon conversion, the Shares issued to Converting Noteholders will rank equally with existing ordinary issued 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 $10 per Converting Note 6 Purpose of the issue To raise up to $5 million for operational reasons (If issued as consideration for the and for working capital purposes. acquisition of assets, clearly identify those assets) 7 Dates of entering[+] securities into On or around 3 June 2008 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 21,746,840 Ordinary Shares +securities quoted on ASX ( including the securities in clause 2 if applicable)
- See chapter 19 for defined terms.
24/10/2005
Appendix 3B Page 2
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9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in clause 2 if applicable)
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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
| Number | +Class |
|---|---|
| Up to a maximum of 500,000 Refer to details onpage8. |
Converting Notes |
| N/A |
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 | |
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| N/A | |
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| N/A |
- 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? |
N/A |
|---|---|
| N/A | |
| N/A | |
N/A |
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| N/A | |
| N/A | |
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| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- 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)? 33 +Despatch date
N/A
N/A
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
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34 Type of securities ( tick one )
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(a) � Securities described in Part 1
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(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 To be If the[+] securities are[+] equity securities, the names of the 20 largest holders of the provided additional[+] securities, and the number and percentage of additional[+] securities held by those holders
36 To be If the[+] securities are[+] equity securities, a distribution schedule of the additional provided +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 N/A 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) |
N/A | |
|---|---|---|
| N/A | ||
| N/A | ||
| N/A | ||
| Number | +Class | |
| N/A |
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Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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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
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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.
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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.
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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.
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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: ............................................................ Date: 14 April 2008 (Company secretary)
Print name: PRAKASH PATEL........................................................
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Number and class of securities not quoted on ASX
| Number of Options |
Exercise price |
Class | Grant date | Expiry Date |
|---|---|---|---|---|
| 666,667 | $0.50 | options over ordinary fully paid shares |
1 December 2006 | 1 November 2009 |
| 666,667 | $0.75 | options over ordinary fully paid shares |
1 November 2007 | 1 November 2010 |
| 666,666 | $1.00 | options over ordinary fully paid shares |
1 November 2008 | 1 November 2011 |
| 150,000 | $0.50 | options over ordinary fully paid shares |
1 December 2006 | 1 November 2009 |
| 133,333 | $0.50 | options over ordinary fully paid shares |
20 December 2006 | 1 November 2009 |
| 133,333 | $0.75 | options over ordinary fully paid shares |
1 November 2007 | 1 November 2010 |
| 133,334 | $1.00 | options over ordinary fully paid shares |
1 November 2008 | 1 November 2011 |
| 66,667 | $0.50 | options over ordinary fully paid shares |
1 April 2007 | 1 November 2009 |
| 66,667 | $0.75 | options over ordinary fully paid shares |
1 November 2007 | 1 November 2010 |
| 66,666 | $1.00 | options over ordinary fully paid shares |
1 November 2008 | 1 November 2011 |
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