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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:
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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 the provisions, as they apply to the Company, of Chapter 2M of the Corporations Act and with 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.
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
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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
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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 |
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| 1.45,000 shares at prices $0.30 (45,000 NANAD), which raised $13,500 2.NIL 3.NIL 4.NIL |
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| 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
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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
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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
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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
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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
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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
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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 true and complete.
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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