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MEMPHASYS LIMITED. — Capital/Financing Update 2011
Dec 11, 2011
65314_rns_2011-12-11_9ac87668-839a-44fc-92f6-815d6e2b81eb.pdf
Capital/Financing Update
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FOR IMMEDIATE RELEASE
Transfer of shares held in suspense account
Sydney, Australia 12[th] December 2011 - NuSep (ASX: NSP) wishes to advise the market that the Company noted in its accounts for the period ending 30 June 2011 that it had issued shares to itself for nil consideration. Some of these shares were issued to cover deferred consideration with respect to the BioInquire acquisition and others were issued to cover the balance of shares to be issued under placements. The Company noted that it continued to hold 7,377,850 of these shares. The Company also noted that it had become aware that the issue of the shares to itself constituted a breach of section 259A of the Corporations Act. The Company also holds 1,183,882 options in itself in breach of section 259A of the Corporations Act.
The Company made ASIC aware of the breaches of the Corporations Act and sought guidance from ASIC as to whether it could transfer the remaining shares and options it held in itself to investors pursuant to the earlier placements or whether the Company should cancel the shares and options. The latter course would involve a reduction of capital. ASIC advised that it was a matter for the Company as the breach has already occurred. The directors have therefore determined to transfer the shares and options which the Company holds in itself to investors at 13¢ per share and at nil value per option pursuant to the earlier placement with the result that the Company will cease holding shares and options in itself. Accordingly, there will be no capital reduction. These transfers will not be to related parties or to substantial holders of the Company.
The Company has obtained legal advice that the issue of shares and options to itself in breach of the Corporations Act does not make the issue invalid. The Company is therefore free to transfer the shares and options as proposed and is therefore not required to cancel the same.
ASIC has not indicated an intention to take any action against the Company or any other person in connection with the breach.
ENDS
For more information please contact:
Contact: Prakash Patel Chief Operating Officer +61 2 8415 7300 [email protected]
NuSep Holdings Ltd 324 Burns Bay Rd Lane Cove NSW 2066
Contact Details Telephone +61 2 8415 7300 Facsimile +61 2 8415 7399
Email [email protected] Web www.nusep.com ABN 33 120 047 556
Postal Address P.O. Box 823 Lane Cove NSW 1595
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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.
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- 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 in 2012.
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- 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.
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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
About PrIME Biologics Pte Ltd
PrIME Biologics is a Singapore based biotech company that has developed a disposable procedure for the processing of plasma proteins. PrIME Biologics is currently a wholly owned subsidiary of NuSep Holdings Limited (ASX: NSP). 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. 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 countries.