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SCIDEV LTD — Capital/Financing Update 2010
Nov 10, 2010
65761_rns_2010-11-10_d9359bbc-5953-46f5-9829-3e621be300d6.pdf
Capital/Financing Update
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ABN 25 001 150 849
Level 3 2 Elizabeth Plaza North Sydney NSW 2060 Australia PO Box 1507 North Sydney NSW 2059 Australia
Phone: 02-9954 7888 Fax: 02-8904 0334 Email: [email protected] Website: www.intec.com.au ASX code: INL
11 November 2010
Companies Announcements Office Australian Securities Exchange
Appendix 3B and Notice in accordance with Section 708A(5)(e) of the Corporations Act
Secondary Trading Exemption
The Corporations Act (the Act) restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, a sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.
The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:
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a) the Company issued the Securities without disclosure to investors under Part 6D.2 of the Act;
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b) as at 11 November 2010 the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and
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c) as at 11 November 2010 there is no information:
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i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
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ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
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A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
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B) the rights and liabilities attaching to the Securities.
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Yours faithfully
Intec Ltd
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Philip R Wood
Managing Director and Chief Executive Officer
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.
Name of entity
Intec Ltd
ABN
25 001 150 849
/
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 (e.g., 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) 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 |
Ordinary shares. |
|---|---|
| 5,769,231 ordinary shares. | |
| Ordinary shares. | |
| The ordinary shares will be quoted and rank equally with Intec’s currently quoted ordinary shares. |
Appendix 3B New issue announcement
Intec Ltd
| 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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
US$30,345 in total | US$30,345 in total |
|---|---|---|
| Issued on partial conversion of the Convertible Note between INL and La Jolla Cove Investors, Inc., as set out in the announcement dated 17 November, 2009. |
||
| 11 November 2010 | ||
| Number | +Class | |
| 182,831,488 | Ordinary Shares | |
| Number | +Class | |
| 2 | Convertible Notes. Original value US$3.0 million, US$2,625,000 drawn down and US$1,993,365 converted. Balance of Convertible Notes drawn down is US$631,635 |
|
| 721,000 | 31 August 2011 Options – exercise price $1.10 |
|
| 470,000 | 25 September 2012 Options – exercise **price $1.50 ** |
|
| 635,000 | 25 September 2012 Options – exercise price $1.50 These options will not vest, and may not be exercised, until the Trigger Price Threshold of $2.50 is met. To meet the Trigger Price Threshold, the price of Intec Ltd shares traded on the Australian Securities Exchange must have closed above $2.50 for 20 consecutive trading days or Intec Ltd must have received a bona fide offer for a majority or all of its shares whether by takeover or scheme of arrangement. |
|
| The newly issued shares rank equally with the existing shares. |
Appendix 3B Page 2
Appendix 3B New issue announcement
Intec Ltd
Part 2 - Bonus issue or pro rata issue
- 11 Is security holder approval required? Questions 11 to 33 are not applicable. to 33
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 (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 Questions 38 to 42 are not applicable to +quotation is sought 42
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.
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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
Appendix 3B Page 3
Appendix 3B New issue announcement
Intec Ltd
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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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We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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:
Date: 11 November 2010
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(Director/ ~~Secretary)~~
Print name:
Philip R Wood
Appendix 3B 11 November 2010
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B Page 4