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NANOSONICS LIMITED Share Issue/Capital Change 2012

Nov 12, 2012

65405_rns_2012-11-12_686a5c16-fa7c-414b-acac-bd20bc12123f.pdf

Share Issue/Capital Change

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13 November 2012

Company Announcements Office ASX Limited

EXERCISE AND LAPSE OF OPTIONS

We wish to advise that 45,000 Options (NANAF) under the Nanosonics Employee Share Option Plan have been exercised. A total 45,000 shares have been issued. We also wish to advise that 557,483 Options and 1,220,000 Performance Rights have been issued under the Nanosonics Employee Share Option Plan. We also wish to advise that 195,000 Options have been issued under the Nanosonics General Share Option Plan There remain 5,269,095 unlisted Options on issue. These movements in options are detailed in the attached Appendix 3B.

Notice under Section 708A(5)(e)

Nanosonics (the Company) advises that, on 12 November 2012, the Company issued 45,000 ordinary shares in respect of share options exercised as described above.

As at 12 November 2012, Nanosonics Limited gives notice under section 708A(5)(e) of the Corporations Act 2001 (Corporations Act) that:

  1. The Company issued the securities without disclosure to investors under Part 6D.2 of the Corporations Act.

  2. The Company has complied with the provisions, as they apply to the Company, of Chapter 2M of the Corporations Act and with Section 674 of the Corporations Act; and

  3. There is no information:

  4. a. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

  5. 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.

Nanosonics Limited

McGregor Grant Company Secretary

Nanosonics Limited ABN 11 095 076 896 Unit 24 566 Gardeners Road Alexandria NSW 2015 Australia Tel: +61 2 8063 1600 Fax: +61 2 9317 5010 Email: [email protected] w: www.nanosonics.com.au

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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 1. Ordinary Fully Paid Shares

2. Options

3. Performance Rights (Director Issue) 4 . Options

  • 2 Number of[+] securities issued or to be issued (if known) or 1. 45,000 maximum number which may 2. 557,483 be issued 3. 1,220,000 4. 195,000

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

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3 Principal terms of the 1. Ordinary shares issued in accordance with the terms of +securities (eg, if options, the Nanosonics Employee Share Option Plan (ESOP) exercise price and expiry date; if partly paid 2. Options issued in accordance with the terms of the +securities, the amount Nanosonics Employee Share Option Plan (ESOP) outstanding and due dates for payment; if[+] convertible 3. Performance Rights issued in accordance with the terms securities, the conversion of the Nanosonics Employee Share Option Plan (ESOP) price and dates for conversion) 4. Options issued in accordance with the terms of the Nanosonics General Share Option Plan (GSOP)

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)
1.Yes. The shares issued rank equally in every respect
with, and are included with, quoted ordinary shares (ASX
code NAN) – see note 8 below.
2.N/A
3.N/A
4,N/A
1.45,000 shares at prices $0.30 (45,000 NANAD),
which raised $13,500
2.NIL
3.NIL
4.NIL
1.Exercised under the terms and conditions of the
Nanosonics Employee Share Option Plan
2.Issued under the terms and conditions of the
Nanosonics Employee Share Option Plan
3.Issued under the terms and conditions of the
Nanosonics Employee Share Option Plan
4.Issued under the terms and conditions of the
Nanosonics General Share Option Plan
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 2

Appendix 3B New issue announcement

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6a
Is the entity an+eligible entity that
has
obtained
security
holder
approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the+securities the
subject of this Appendix 3B, and
comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
6c
Number
of
+securities
issued
without security holder approval
under rule 7.1
6d
Number of+securities issued with
security holder approval under rule
7.1A
6e
Number of+securities issued with
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
6f
Number of securities issued under
an exception in rule 7.2
6g
If securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
issue date and both values. Include
the
source
of
the
VWAP
calculation.
6h
If securities were issued under rule
7.1A for non-cash consideration,
state date on which valuation of
consideration was released to ASX
Market Announcements
6i
Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and
release
to
ASX
Market
Announcements
No
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

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  • 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

12 November 2012

  • 8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 2 if applicable)

Number +Class 261,180,643 Ordinary (NAN)

  • 9 Number and +class of all +securities not quoted on ASX ( including the securities in section 2 if applicable)
Number +Class
0 ASX Code NANAD – Unquoted Employee
Options, with exercise price of A$0.30,
expiring on 19 November 2012.
442,100 ASX Code NANAF – Unquoted Employee
Options, with exercise price of A$0.345,
**expiring on 26 June 2013. **
43,450 ASX Code NANAH – Unquoted General
Options, with exercise price of A$0.345,
**expiring on 26 June 2013. **
50,000 ASX Code NANAJ – Unquoted General
Options, with exercise price of A$0.55,
expiring on 5 January 2014.
700,000 ASX Code NANAL – Unquoted Employee
Options, with exercise price of A$0.556,
expiring on 19 July 2014.
100,000 ASX Code NANAM – Unquoted General
Options, with exercise price of A$0.784,
expiring on 1October 2014.
30,000 ASX Code NANAN – Unquoted
Employee Options, with exercise price
**of A$0.918 expiring on 23 February 2015. **
1,400,000 ASX Code NANAO – Unquoted
Employee Options, with exercise price
**of A$0.85 expiring on 28 April 2016. **
195,000 ASX Code NANAP – Unquoted
Employee Options, with exercise price
of A$0.5320 expiring on 21 November
**2015. **
315,757 NANAR – Unquoted Employee Options,
with exercise price of A$0.00 expiring on
1 April 2013
20,305 NANAS – Unquoted Employee Options,
with exercise price of A$0.00 expiring on
1 April 2015
557,483 Proposed Code NANAY – Unquoted
Employee Options, with exercise price
of A$0.00 expiring on 1October 2013
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 4

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Appendix 3B New issue announcement

1,220,000 Proposed Code NANAZ – Unquoted
Performance Rights, with exercise price
of A$0.00 expiring on 30 September
2015
195,000 Proposed Code NANAA – Unquoted
General Options, with exercise price of
**A$0.5133 expiring on 21 November 2016. **
1 NANAT - 6% Tranche A Convertible Note
with a face value of $4,000,000 maturing
on 28 June 2016
1 NANAU - 6% Tranche B Convertible Note
with a face value of $3,500,000 maturing
on 28 June 2016
  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not Applicable

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33

Not Applicable

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

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

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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)

Questions 38 to 42

Not Applicable

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 true and complete.

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 6

Appendix 3B New issue announcement

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Sign here: ............................................................ Date: 13 November 2012 (Company secretary)

Print name: McGregor Grant Company Secretary

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  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7