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NANOSONICS LIMITED Capital/Financing Update 2007

Nov 7, 2007

65405_rns_2007-11-07_fe47238f-947d-49e7-b285-1d98cd6e3f0f.pdf

Capital/Financing Update

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Appendix 3B New issue announcem

8 November 2007

The Manager Company Announcements Office Australian Securities Exchange

Options exercised, Issue of New Shares, Options lapsed

Nanosonics Limited advises that 547,700 new ordinary shares have been allotted and issued as a result of that number of General Options being exercised by Brandon Capital Management Pty Ltd, a company associated with Dr David Fisher, a non-Executive Director of Nanosonics. The new shares are subject to escrow arrangements.

In addition, Nanosonics advises that the following options have lapsed and become available to the Directors for re-allotment at their discretion according to the Company’s performance incentive programmes. To date, the options have not been realloted.

Class of Options Exercise
Price
Expiry Date Number of
Options
NANAU – Unquoted options granted under
the General Option Plan
$0.20 17 May 2011 10,000
NANAY – Unquoted options granted under
the Employee Share Option Plan
$0.75 17 May 2011 100,500

Appended below in respect of these changes are Statements 3B New Issue Announcement and 3Y Change of Director’s Interest Notice.

==> picture [144 x 55] intentionally omitted <==

Chris Grundy CFO and Company Secretary

For more information please visit www.nanosonics.com.au or contact: Geoff Marshall, Chief Executive Officer, or Chris Grundy, Chief Financial Officer, on 61-2-8063 1600.

About Nanosonics

Nanosonics Limited is developing a portfolio of decontamination products designed to reduce the spread of infection. The Company owns intellectual property relating to a unique disinfection and sterilisation technology which can be suited to a variety of markets.

Initial market applications are designed for the reprocessing of reusable medical instruments. The Company’s first product is designed to disinfect Ultrasound Transducers. In parallel with the commercialisation of this product, Nanosonics is also developing other medical applications and exploring opportunities for its proprietary technology in other industries.

For more information about Nanosonics please visit www.nanosonics.com.au

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

Nanosonics Limited

ABN

11 095 076 896

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)
Fully paid ordinary shares, subject to
restricted security arrangements – see note
3 below
547,700
Fully paid ordinary shares, subject to
restricted security arrangements under
which they cannot be disposed of or
encumbered until 17 May 2009.
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

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)
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)
Yes. The shares issued rank equally in
every respect with and are included with
92,235,861 unquoted ordinary shares
subject to escrow until 17 May 2009 (ASX
code NANAK) see note 9 below.
Yes. The shares issued rank equally in
every respect with and are included with
92,235,861 unquoted ordinary shares
subject to escrow until 17 May 2009 (ASX
code NANAK) see note 9 below.
$0.20
Exercise of 547,700 options at 20 cents
with expiry date 31 October 2007.
31 October 2007
Number +Class
99,441,833 Fully paid ordinary
shares
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
Number +Class
3,405,929
92,235,861
278,340
1,500,000
150,000
8,818,220
5,164,500
Unquoted
ordinary
shares
subject
to
escrow until 17 May
2008
(ASX
code
NANAI)
Unquoted
ordinary
shares
subject
to
escrow until 17 May
2009
(ASX
code
NANAK)
Unquoted
General
Options expiring on
30 September 2008
(ASX code NANAO).
Unquoted Employee
Options subject to
escrow until 17 May
2009, expiring on 17
May
2011
(ASX
code NANAQ).
Unquoted Employee
Options subject to
escrow until 17 May
2009 expiring on 17
May
2011
(ASX
code NANAS).
Unquoted
General
Options expiring on
various dates on or
before 31 July 2011
(ASX code NANAU).
Unquoted Employee
Options expiring on
various dates on or
before 17 July 2011
(ASX code NANAY).
  • 10 Dividend policy (in the case of a New shares rank immediately for dividends trust, distribution policy) on the and equally with all other ordinary shares increased capital (interests) on issue

Part 2 - Bonus issue or pro rata issue

  • 11 Is security holder approval required?

  • 12 Is the issue renounceable or nonrenounceable?

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4

Appendix 3B New issue announcement

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
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
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

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?
32 How do+security holders dispose
of their entitlements (except by sale
through a broker)?
33 +Despatch date

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
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 6

Appendix 3B New issue announcement

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

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) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Appendix 3B New issue announcement

  • 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: Print name: Chris Grundy CFO & Company Secretary

Date: ..8 November 2007.

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 8

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity: Nanosonics Limited ABN: 11 095 076 896

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Dr David Fisher
Date of last notice 24 May 2007

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Indirect interest
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise
to the relevant interest.
Brandon Capital Management Pty Limited
Refer note below
Date of change 31 October 2007
No. of securities held prior to
change
396,726
Class Fully paid ordinary shares
Number acquired 547,700
Number disposed Nil
Value/Consideration
Note: If consideration is non-cash, provide details
and estimated valuation
$109,540
No. of securities held after change 944,426 fully paid ordinary shares, all of which are
subject to restricted security arrangements under
which they cannot be disposed of or encumbered
until 17 May 2009.
  • See chapter 19 for defined terms.

Appendix 3Y Page 9

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of change Exercise of 547,700 options at 20 cents with expiry Example: on-market trade, off-market trade, exercise date 31 October 2007. of options, issue of securities under dividend reinvestment plan, participation in buy-back

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract N/A
Nature of interest
Name of registered holder
(if issued securities)
**Date of change **
No. and class of securities to
which interest related prior to
change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide details and
an estimated valuation
Interest after change

Note: Dr David Fisher is the sole director of Brandon Capital Management Pty Limited (Brandon), which manages three investment funds independent of Brandon (each a “Fund”) that in aggregate, hold 8,343,789 Shares in Nanosonics Limited. Whilst Brandon is expected to and does make recommendations to the boards of management of these Funds, neither David Fisher nor Brandon is able to control decisions regarding any Fund’s Shares. Accordingly, the other Directors of Nanosonics Limited (excluding David Fisher) advise that David Fisher does not have any relevant interest in any of the Shares held by any Fund.

  • See chapter 19 for defined terms.

Appendix 3Y Page 10

11/3/2002