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.

MEMPHASYS LIMITED. Capital/Financing Update 2013

Apr 30, 2013

65314_rns_2013-04-30_d93c2246-c772-447b-856f-bf8f96f7d0f6.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [196 x 96] intentionally omitted <==

FOR IMMEDIATE RELEASE

NuSep Singapore PrIME fund raising

Sydney, Australia 1[st] May 2013– NuSep (ASX:NSP) wishes to advise the market that it has raised $350,000 with the issue of 5,000,000 shares at 7¢ per share. This above market share placement has been taken up by a sophisticated investor based in Singapore.

NuSep is moving closer to completing its $15m funding for its Singapore based PrIME Biologics plasma fractionation business. This $15m fund raising assumes a valuation for PrIME Biologics of $50m. This placement has been undertaken to provide working capital while the company seeks to finalise the cornerstone investments into PrIME Biologics. Subject to market conditions, the Company intends to raise further funds under its 15% placement capacity.

The Appendix 3B is attached.

*ENDS*

For more information please contact:

Contact: Prakash Patel Managing Director +61 2 8415 7300

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 based on the PrIME[1] technology. This PrIME technology has produced a number of world firsts including the world’s first IVF sperm separation instrument. 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:

1 PrIME stands for Pr eparative I solation by M embrane E lectrophoresis

NuSep Holdings Ltd Postal Address Contact Details Email [email protected] 324 Burns Bay Rd P.O. Box 823 Telephone +61 2 8415 7300 Web www.nusep.com Lane Cove NSW 2066 Lane Cove NSW 1595 Facsimile +61 2 8415 7399 ABN 33 120 047 556

– 2 –

==> picture [12 x 17] intentionally omitted <==

  • Gels – NuSep manufactures and sells precast gels including the innovative nUView Gels, which can be visualised 2 minutes after use.

==> picture [12 x 17] intentionally omitted <==

  • 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.

==> picture [12 x 17] intentionally omitted <==

  • 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

About PrIME Biologics Pte Ltd

PrIME Biologics is a Singapore based biotech company that has developed a disposable therapeutic plasma manufacturing process based on NuSep’s PrIME Technology. NuSep has a 90% shareholding in PrIME Biologics. PrIME Biologics process is based on the Pr eparative I solation by M embrane E lectrophoresis (PrIME) technology developed by NuSep. PrIME provides disposable modular processing that is ‘electronically’ driven membrane fractionation.

The PrIME process increases product yields to over 90% relative to the existing process 50% while increasing product safety. The PrIME has been shown to remove virus, bacteria, endotoxins and prions which cause ‘Mad Cow Disease’. Further, PrIME Biologics process can produce multiple plasma products in hours compared to days, which is required by the current manufacturers.

The initial application for the PrIME process will be the Currently Unprocessable Plasma which represents approximately 50% of all the plasma collected in many Asian countries.

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

NuSep Holdings Limited

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)
Ordinary shares
5,000,000
Ordinary fully paid shares
  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 1

Appendix 3B New issue announcement

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)
6a
Is the entity an+eligible entity that
has
obtained
security
holder
approval under rule 7.1A?
If Yes, complete sections 6b – 6h in
relation to the+securities the
subject of this Appendix 3B, and
comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
6c
Number
of
+securities
issued
without security holder approval
under rule 7.1
6d
Number of+securities issued with
security holder approval under rule
7.1A
The shares issued will rank equally with the
existing class of ordinary shares
7 cents per share
Working capital.
No
N/A
N/A
N/A
  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 2

Appendix 3B New issue announcement

6e
Number of+securities issued with
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
6f
Number of securities issued under
an exception in rule 7.2
6g
If securities issued under rule 7.1A,
was issue price at least 75% of 15
day VWAP as calculated under
rule 7.1A.3? Include the issue date
and both values. Include the
source of the VWAP calculation.
6h
If securities were issued under rule
7.1A for non-cash consideration,
state date on which valuation of
consideration was released to ASX
Market Announcements
6i
Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and
release
to
ASX
Market
Announcements
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 section
2 if applicable)
N/A
N/A
N/A
N/A
N/A
1 May 2013
Number +Class
138,163,141 Ordinary shares
  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 3

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all N/A +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a N/A

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Items 11 – 33 are 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) x[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 Items 35 – 42 are not applicable

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 4

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: Original signed Date: 1 May 2013 Managing Director Print name: Prakash Patel

=

= == == == ==

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 5

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

This Annexure is not applicable

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

Add the following:

  • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

  • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

  • Number of partly paid ordinary securities that became fully paid in that 12 month period

Note:

  • Include only ordinary securities here – other classes of equity securities cannot be added

  • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

  • It may be useful to set out issues of securities on different dates as separate line items

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

“A”

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 6

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insertnumber of equity securities issued or
agreed to be issued in that 12 month period
not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
_Note:

• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable ) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
Subtract“C”
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” [Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 7

Appendix 3B New issue announcement

Part 2

==> picture [415 x 482] intentionally omitted <==

----- Start of picture text -----

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E”
----- End of picture text -----

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 8

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

  • See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 9