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NANOSONICS LIMITED — Director's Dealing 2008
Nov 18, 2008
65405_rns_2008-11-18_cd93529a-389d-4e44-9d52-ec7755187e3a.pdf
Director's Dealing
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19th November 2008
Company Announcements Office Australian Securities Exchange
Change in Director’s Interests and New issue of Unquoted Securities
Following shareholders approval at the Company’s 2008 Annual General Meeting of the issue of options to Mr David Radford, Director and CEO, set out below are Nanosonics Limited’s announcements of the following:
Appendix 3B, New Issue Announcement, in respect of Employee Share Options issued and
Appendix 3Y, Notice of Change in Director’s Interest, in respect of Mr David Radford.
Chris Grundy Company Secretary & CFO
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
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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 | David John Radford |
|---|---|
| Date of last notice | 18 August 2008 |
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 | Direct |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
|
| Date of change | 19thNovember 2008 |
| No. of securities held prior to change | None |
| Class | Unquoted options to acquire Ordinary shares. |
| Number acquired | 500,000 |
| Number disposed | None |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$nil |
| No. of securities held after change | 500,000 |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Issue of unquoted options under the Nanosonics Employee Share Option Plan, as per shareholders’ resolution 5 at the 2008 Annual General Meeting. |
Appendix 3Y Change of Director’s Interest Notice
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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 None 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
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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) |
Unquoted options. |
|---|---|
| 590,000 | |
| Options to acquire ordinary shares under the Employee Share Option Plan, with an exercise price of A$0.30, expiring 19th November 2012. |
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) |
The options are unquoted. | The options are unquoted. |
|---|---|---|
| $nil | ||
| Allotment of options as part of the Company’s employee incentive and retention programmes. |
||
| 19thNovember 2008 | ||
| Number | +Class | |
| 102,847,762 | ASX code NAN Fully paid ordinary shares |
|
| Number | +Class | |
| 92,235,861 | ASX code NANAK. Unquoted ordinary shares subject to escrow until 17 May 2009. |
|
| 1,700,000 | ASX code NANAU Unquoted General Options, with exercise price of A$0.20, expiring on 17 May 2011. |
|
| 3,210,000 | ASX code NANAY Unquoted Employee Options, with exercise price of A$0.20, expiring on 17 May 2011. |
|
| 1,288,500 | ASX code NANAI Unquoted Employee Options, with exercise price of A$0.75, expiringon 17 May2011. |
- See chapter 19 for defined terms.
Appendix 3B Page 5
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) |
65,000 | ASX code NANAM Unquoted General Options, with exercise price of A$0.20, expiring on 17 July 2011. |
|---|---|---|
| 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. |
|
| 590,000 | ASX code NANAB Unquoted Employee Options, with exercise price of A$0.30, expiring on 19 November 2012. |
|
| N/A |
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 |
| 16 | Will holdings on different registers (or |
| subregisters) be aggregated for | |
| calculating entitlements? |
- See chapter 19 for defined terms.
Appendix 3B Page 6
11/3/2002
Appendix 3B New issue announcement
| 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) | |
| 30 | How do+security holders sell their |
| entitlements_in full_through a broker? |
- See chapter 19 for defined terms.
Appendix 3B Page 7
11/3/2002
Appendix 3B New issue announcement
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
Entities that have ticked box 34(b)
38 Number of securities for which + quotation is sought
- See chapter 19 for defined terms.
Appendix 3B Page 8
11/3/2002
Appendix 3B New issue announcement
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)
42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
Number +Class
- See chapter 19 for defined terms.
Appendix 3B Page 9
11/3/2002
Appendix 3B New issue announcement
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: Print name: Chris Grundy CFO & Company Secretary
Date: ..19 November 2008.
- See chapter 19 for defined terms.
Appendix 3B Page 10
11/3/2002