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SCIDEV LTD Regulatory Filings 2019

Nov 10, 2019

65761_rns_2019-11-10_ddaa1263-2625-40dc-bc36-16fe918a1759.pdf

Regulatory Filings

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Unit 1 8 Turbo Road Kings Park NSW 2148 Australia ABN 25 001 150 849

Email: [email protected] Website: www.scidev.com.au ASX code: SDV

Companies Announcements Office Australian Stock Exchange

11 November 2019

Exercise of Options and Appendix 3B

SciDev Ltd (ASX:SDV, SciDev or the Company) is pleased to advise that 200,000 of the Company's \$0.25 exercise price options have been exercised.

A total of \$50,000 working capital has been raised as a result of the option exercise.

An Appendix 3B New Issues Announcement is attached.

On behalf of SciDev Ltd

Lewis Utting Heath Roberts Managing Director and CEO Company Secretary SciDev Ltd SciDev Ltd

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

SciDev Ltd (ASX : SDV)

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

Fully Paid Ordinary Shares

  • 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)

200,000

Rank equally with the Company's fully paid ordinary shares quoted and trading as 'SDV'

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in all respects from the +issue date 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 \$0.25 per share

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Exercise of options

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

N/A

N/A

Yes. Refer 3 above

+ See chapter 19 for defined terms.

  • 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

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number +Class
126,013,157 Fully paid ordinary
shares

N/A

N/A

N/A

N/A

N/A

N/A

1 November 2019

  • See chapter 19 for defined terms.
Number +Class
9
+class
Number
and
of
all
+securities not quoted on ASX
+securities
(including
the
in
section 2 if applicable)
1,200,000 Options at \$0.25
per
share
expiring
28/11/2019
2,000,000 Options at \$0.10 per
share expiring
23/07/2022
3,350,000 Options at \$0.12 per
share expiring
23/07/2022

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

Part 2 - Pro rata issue

11 Is
security
holder
approval
required?
NA
12 Is the issue renounceable or non
renounceable?
NA
13 Ratio in which the +securities will
be offered
NA
14 +Class of +securities to which the
offer relates
NA
15 +Record
date
to
determine
entitlements
NA
16 Will
holdings
on
different
registers
(or
subregisters)
be
aggregated
for
calculating
entitlements?
NA
17 Policy for deciding entitlements
in relation to fractions
NA

+ See chapter 19 for defined terms.

18 Names of countries in which the entity has security holders who will not be sent new offer 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 NA
  • 21 Amount of any underwriting fee or commission
  • 22 Names of any brokers to the issue N/A
  • 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 offer documents 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) N/A
  • 29 Date rights trading will end (if applicable)

NA

NA

N/A

N/A

N/A

NA

NA

N/A

+ See chapter 19 for defined terms.

30 How do security holders sell their
entitlements in full
through a
broker?
N/A
31 How do security holders sell part
of their entitlements through a
broker
and
accept
for
the
balance?
N/A
32 How do security holders dispose
of their entitlements (except by
sale through a broker)?
N/A
33 +Issue
date
NA

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 NOT APPLICABLE

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

+ See chapter 19 for defined terms.

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b) NOT APPLICABLE

38 Number of +securities for which
+quotation is sought
N/A
39 +Class of +securities for which
quotation is sought
N/A
40 Do the +securities rank equally in
all respects from the +issue date
with an existing +class of quoted
+securities?
N/A
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
N/A
that other +security) Number +Class
42 +class
Number
and
of
all
+securities
quoted
on
ASX
(including the +securities in clause
38)
N/A N/A

+ See chapter 19 for defined terms.

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.

  • 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 is not available now, we 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 2019 (Director/Company secretary)

Print name: Heath Roberts..................

== == == == ==

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1 N/A - NO LR 7.1A APPROVAL

Rule 7.1 –
Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement
capacity is calculated
Insert number of fully paid +ordinary
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
Number of fully paid +ordinary

securities issued in that 12 month
period under an exception in rule 7.2
Number of fully paid +ordinary

securities issued in that 12 month
period with shareholder approval
Number of partly paid +ordinary

securities that became fully paid in that
12 month period
Note:

Include only ordinary securities here –
other classes of equity securities
cannot be added

Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed

It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid
+ordinary securities cancelled during that
12 month period
"A"

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15
7.1 that has already been used Step 3: Calculate "C", the amount of placement capacity under rule
Insert number of +equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:

Under an exception in rule 7.2

Under rule 7.1A

With security holder approval under
rule 7.1 or rule 7.4
Note:

This applies to equity securities, unless
specifically excluded – not just ordinary
securities

Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed

It may be useful to set out issues of
securities on different dates as
separate line items
"C" -
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining
placement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown in
Step 2
Subtract "C"
Note: number must be same as shown in
Step 3
Total ["A" x 0.15] – "C" [Note: this is the remaining placement
capacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –
Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement
0.10
Note: this value cannot be changed
Step 3: Calculate "E", the amount of placement capacity under rule

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining
placement capacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown in
Step 2
Subtract "E"
Note: number must be same as shown in
Step 3
Total ["A" x 0.10] – "E"
Note: this is the remaining placement
capacity under rule 7.1A

+ See chapter 19 for defined terms.