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MEMPHASYS LIMITED. Capital/Financing Update 2010

Mar 25, 2010

65314_rns_2010-03-25_f033c2eb-d69e-4f65-966f-a13531dee995.pdf

Capital/Financing Update

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FOR IMMEDIATE RELEASE

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Investor Presentations Timetable for Rights Issue & Rights Issue Appendix 3B

SYDNEY, AUSTRALIA – 26[th] March 2010 NuSep (ASX: NSP) is pleased to advise that it will be holding the following investor presentations.

Sydney

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Wednesday 14 April – in conjunction with the General Meeting Monday 26 April

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Melbourne

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Thursday 15 April Friday 23 April

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Investors interested in attending these investor presentations should email to [email protected] or call Meenal Mahtani on +61 2 8197 3377.

The timetable for the pending Rights Issue is outlined below:

EVENT DATE
Shareholders informed of the Offer Wednesday 17 March 2010
Ex date for the Entitlement to the Rights Issue Monday 19 April 2010
Extraordinary General Meeting to approve the issue of shares and the
Bonus 35¢ Share Options under this Rights Offer, and the Directors
underwriting of this Rights Offer.
Wednesday 14 April 2010
Record Date for Shareholder Entitlement to the RO Friday 23 April 2010
Opening Date of Offer Friday 23 April 2010
Dispatch of Prospectus Tuesday 27 April 2010
Closing Date of Offer Tuesday 11 May 2010
Deferred Trading in NuSep Shares Wednesday 12 May 2010
Holding statements dispatched and normal trading commences Wednesday 19 May 2010
Normal Trading of NuSep Shares Thursday 20 May 2010

Attached to this release is the Appendix 3B relating to this Rights Issue.

Postal Address P.O. Box 823 Lane Cove NSW 1595

Contact Details

Telephone +61 2 8197 3377 Facsimile +61 2 9427 8614

Email [email protected] Web www.nusep.com ABN 33 120 047 556

NuSep Ltd 324 Burns Bay Rd Lane Cove NSW 2066

– 2 –

About NuSep

NuSep (ASX: NSP) is a publicly listed life sciences company that sells products into the global BioSeparations market. NuSep recently acquired BioInquire which developed the ProteoIQ software enabling NuSep to offer a total Proteomics solution from Fraction to Function . 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 manufactures and sells precast gels including the innovative NUView Gels, which can be visualised 2 minutes after use.

  • Separation Instruments – NuSep has developed two unique biological separation instruments. The ProteomeSep was released in 2009 and can separate biological samples into 8 fractions for use in the proteomic market. The SpermSep separates sperm for fertility treatments such as IVF and is expected to undergoing clinical trials later this year.

  • Proteomics Software – NuSep offers the unique ProteoIQ software for the analysis of complex mass spec samples. This software is also designed to identify bio markers.

  • Biological Products – NuSep supplies research grade biological products manufactured using its unique separation technologies.

For more information about NuSep please visit the company’s website www.NuSep.com

Contact: Prakash Patel Chief Financial Officer & Company Secretary +61 2 8197 3377 [email protected]

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.

Name of entity

NuSep Ltd ABN 33 120 047 556

ABN

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)
Ordinary fully paid shares
Up to 25,000,000 shares
Up to 25m Ordinary fully paid shares and up to
8.33m Bonus listed share options.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

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)
9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
YES YES
- Ordinary share at $0.20 per share
- Bonus listed share options exercisable at
$0.35
Issue of shares under a non renounceable rights
issue per the notice of meeting dated 17 March
2011
On or around 19 May 2010.
Number +Class
Up to 49,659,198 Ordinary Shares
Number +Class
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

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
Yes
Non- renounceable.
The rights issue will be made to Shareholders
on a basis of one New Share for every two
existing shares held.
The bonus share options will be issued on the
basis of one bonus listed share option for
every three New Shares subscribed for under
therightsissue.
Ordinary fully paid shares.
23 April 2010.
N/A
Rounded down.
The rights issue is open to Australian resident
shareholders.
Right Issue offer close date will be 11 May
2010.
  • 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?
The Company has entered into an underwriting
agreement with the Directors and other third
parties to underwrite the first $3 million of the
non renounceable rights issue. The Directors
have agreed to underwrite $1 million of the $3
million underwritingagreement.
6% to Brokers and 5% to Directors.
N/A

N/A
N/A
Shareholder General Meeting to be held on 14
April 2010.
On or around 23 April 2010.
N/A
On or around 19 May 2010.
N/A
Ordinary fully paid shares.
Ordinary fully paid shares.
  • 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

Ordinary fully paid shares. On or around 19 May 2010.

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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)
Up to 8.33m Bonus listed share options. Up to 8.33m Bonus listed share options.
Listed share options
No
On exercise of the options on or prior to expiry
date of 1 September 2012
Nil
No ranking until exercised
Under the current non renounceable rights
issue.
Number +Class
Up to 8.33m Listed share options.

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.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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.

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

  • 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: ...25 March 2010......... ( ~~Director/~~ Company secretary)

Print name: .PRAKASH PATEL.............................................

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