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NANOSONICS LIMITED — Capital/Financing Update 2009
Dec 10, 2009
65405_rns_2009-12-10_dd0c9b6b-5c56-4b88-8823-d1022767a90d.pdf
Capital/Financing Update
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11[th] December 2009
Company Announcements Office Australian Securities Exchange
21.8 million new shares placed
Further to its announcements made on 7[th] and 8[th] December 2009, Nanosonics Limited (ASX code: NAN) advises that 21,818,182 new quoted ordinary shares have been issued in respect of the share placement on 8[th] December 2009, raising $12 million in cash.
Appended below is the applicable Appendix 3B, New Issue Announcement.
After the placement Nanosonics has a total of 218,444,529 quoted fully paid ordinary shares on issue and a total of 7,082,300 unquoted share options on issue in various classes.
Notice under Section 708A(5)(e) of the Corporations Act 2001
Nanosonics (the Company) advises that, on 8th December 2009, the Company placed 21,818,182 new fully paid ordinary shares (“Placement Shares”) to raise $12,000,000.10.
As at 11[th] December 2009, Nanosonics Limited gives notice under section 708A(5)(e) of the Corporations Act 2001 (Corporations Act) that:
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The Company issued the securities without disclosure to investors under Part 6D.2 of the Corporations Act.
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The Company has complied with
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a. the provisions, as they apply to the Company, of Chapter 2M of the Corporations Act; and
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b. Section 674 of the Corporations Act; and
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There is no information:
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a. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules and
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b. which investors and their professional advisors would reasonably require for the purpose of making an informed assessment of the assets and liabilities, financial performance, profits and losses and prospects of Nanosonics, or the rights and liabilities attaching to Nanosonics ordinary shares.
Chris Grundy Company Secretary Nanosonics Limited
For more information please contact Chris Grundy, Chief Financial Officer and Company Secretary, 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
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Appendix 3B
New issue announcement
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) |
Quoted ordinary shares, fully paid. |
|---|---|
| 21,818,182 new shares under the institutional placement announced by Nanosonics on 7thDecember 2009. |
|
| As per all other fully paid ordinary shares in Nanosonics Limited. |
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) 9 Number and+class of all+securities not 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 218,444,529 quoted ordinary shares (ASX code NAN) see note 8 below. |
Yes. The shares issued rank equally in every respect with and are included with 218,444,529 quoted ordinary shares (ASX code NAN) see note 8 below. |
|---|---|---|
| $0.55 pershare | ||
| Placement of new shares to raise A$12 million. |
||
| 14thDecember 2009 | ||
| Number | +Class | |
| 218,444,529 | ASX code NAN Fully paid ordinary shares |
|
| Number | +Class | |
| 1,650,000 | ASX code NANAU Unquoted General Options, with exercise price of A$0.20, expiring on 17 May 2011. |
|
| 1,862,300 | ASX code NANAY Unquoted Employee Options, with exercise price of A$0.20, expiring on 17 May 2011. |
|
| 510,000 | ASX code NANAI Unquoted Employee Options, with exercise price of A$0.75, expiringon 17 May2011. |
|
| 65,000 | ASX code NANAM Unquoted General Options, with exercise price of A$0.20, expiring on 17 July 2011. |
- See chapter 19 for defined terms.
Appendix 3B Page 2
11/3/2002
Appendix 3B New issue announcement
| 9 (con t) Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
50,000 | ASX code NANAW Unquoted General Options, with exercise price of A$0.30, expiring on 17 July 2011. |
|---|---|---|
| 250,000 | ASX code NANAZ Unquoted Employee Options, with exercise price of A$0.75, expiring on 17 July 2011. |
|
| 80,000 | ASX code NANAA Unquoted Employee Options, with exercise price of A$0.75, expiring on 30 November 2011. |
|
| 500,000 | ASX code NANAB Unquoted Employee Options, with exercise price of A$0.30, expiring on 19 November 2012. |
|
| 50,000 | ASX code NANAC Unquoted General Options, with exercise price of A$0.30, expiring on 19 November 2012. |
|
| 75,000 | ASX code NANAD Unquoted Employee Options, with exercise price of A$0.30, expiring on 19 November 2012. |
|
| 500,000 | ASX code NANAE Unquoted Employee Options, with exercise price of A$0.30, expiring on 16 June 2013. |
|
| 1,320,000 | ASX code NANAF Unquoted Employee Options, with exercise price of A$0.345, expiring on 26 June 2013. |
|
| 170,000 | ASX code NANAG Unquoted General Options, with exercise price of A$0.345, expiring on 26 June 2013. |
|
| Shares issued under the Placement will rank equally with existing ordinary shares. |
Part 2 - Bonus issue or pro rata issue
- See chapter 19 for defined terms.
Appendix 3B Page 3
11/3/2002
Appendix 3B New issue announcement
| 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 | |
| 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.
Appendix 3B Page 4
11/3/2002
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 )
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(a) � Securities described in Part 1
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(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 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
- See chapter 19 for defined terms.
Appendix 3B Page 5
11/3/2002
Appendix 3B New issue announcement
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)
- See chapter 19 for defined terms. Appendix 3B Page 6
11/3/2002
Appendix 3B New issue announcement
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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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.
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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.
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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.
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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:..11[th] December 2009.
- See chapter 19 for defined terms.
Appendix 3B Page 7
11/3/2002