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NANOSONICS LIMITED Director's Dealing 2007

Dec 19, 2007

65405_rns_2007-12-19_a448ce49-4be7-44db-a852-ec2ee0815e6e.pdf

Director's Dealing

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Appendix 3B New issue announcem

20 December 2007

Company Announcements Office Australian Securities Exchange

Director’s Final Interest Notice, Options issued, Options lapsed.

Director’s Final Interest Notice

Further to Nanosonics’ announcement on 14 December 2007 that Mr Geoff Marshall would step down as a Director of the Company, a Director’s Final Interest Notice (Appendix 3Z) is appended to this announcement. In addition, a total of 1,650,000 unquoted options to acquire ordinary shares, previously granted to Geoff Marshall, have lapsed – see details provided below.

Options issued

Nanosonics has allotted 80,000 options to acquire ordinary shares in the Company. The options were allotted under the terms and conditions of the Employee Share Option Plan and have an exercise price of $0.75 per share. The first vesting date is 30 September 2008 and, if not exercised, the options expire on 30 September 2011.

Options lapsed

Nanosonics advises that the following options have lapsed.

Class of Options Exercise
Price
Expiry Date Number of
Options
NANAQ - Unquoted options granted under
the Employee Share Option Plan
$0.20 17 May 2011 1,500,000
NANAS - Unquoted options granted under
the Employee Share Option Plan
$0.75 17 May 2011 150,000
NANAY – Unquoted options granted under
the Employee Share Option Plan
$0.20 17 May 2011 50,000
NANAY – Unquoted options granted under
the Employee Share Option Plan
$0.75 17 May 2011 10,000

Appended below in respect of these changes is Statement 3B New Issue Announcement and Statement 3Z Final Director’s Interest Notice.

==> picture [144 x 54] intentionally omitted <==

Chris Grundy CFO and Company Secretary

For more information please contact: 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

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

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 Unquoted options (ASX code NANAY). issued

  • 2 Number of[+] securities issued or to 80,000 be issued (if known) or maximum number which may be issued

  • 3 Principal terms of the[+] securities Options to acquire ordinary shares under (eg, if options, exercise price and the Employee Share Option Plan with an expiry +securities, the amount outstanding date; if partly paid exercise price of $0.75, vesting in three equal annual tranches, on 30 September and due dates for payment; if +convertible securities, the 2008, 2009 and 2010 respectively, and expiring on 30 September 2011.

  • conversion price and dates for conversion)

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 3

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)
The options are unquoted. The options are unquoted.
$nil
Allotment of unquoted options as part of the
Company’s employee incentive and
retention programmes.
30 November 2007
Number +Class
99,441,833 Fully paid ordinary
shares (ASX code
NAN).
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4

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
8,818,220
5,244,500
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 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 30
September 2011
(ASX code NANAY).

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

Part 2 - Bonus issue or pro rata issue

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
  • See chapter 19 for defined terms.

Appendix 3Z Page 2

11/3/2002

Appendix 3B New issue announcement

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
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)
  • See chapter 19 for defined terms.

Appendix 3Z Page 1

Appendix 3B New issue announcement

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

  • 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

  • See chapter 19 for defined terms.

Appendix 3Z Page 2

11/3/2002

Appendix 3B New issue announcement

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)
  • See chapter 19 for defined terms.

Appendix 3Z Page 1

Appendix 3B New issue announcement

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

Number +Class

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:

==> picture [144 x 54] intentionally omitted <==

Date: ..20 December 2007.

Print name: Chris Grundy CFO & Company Secretary

  • See chapter 19 for defined terms.

Appendix 3Z Page 2

11/3/2002

Rule 3.19A.3

Appendix 3Z

Final 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.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director Geoffrey Allen Marshall
Date of last notice 24 May 2007
Date that director ceased to be director 14 December 2007

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

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.

Number & class of securities

40,000 fully paid ordinary shares

  • See chapter 19 for defined terms.

Appendix 3Z Page 1

Appendix 3Z Final Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

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.

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

Name of holder & nature of interest Number & class of securities Note: Provide details of the circumstances giving rise to the relevant interest None

Part 3 – Director’s interests in contracts

Detail of contract None
Nature of interest
Name of registered holder
(if issued securities)
No. and class of securities to
which interest relates
  • See chapter 19 for defined terms.

Appendix 3Z Page 2

11/3/2002