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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