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SCIDEV LTD — Share Issue/Capital Change 2010
Feb 2, 2010
65761_rns_2010-02-02_ce302902-db9c-4299-9ec3-11c767dada83.pdf
Share Issue/Capital Change
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ABN 25 001 150 849
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Level 3 2 Elizabeth P laza North Sydney NSW 2060 A u stralia PO Box 1507 North Sydney NSW 2059 A u stralia
Pho n e: 02-9925 817 0 F a x: 02-9925 811 0 Email: ma i [email protected] u Website: w w w.intec.com.a u ASX code: IN L
3 Februar y 2010
Companie s Announc e ments Office Australian Securities E xchange
Appendix 3B and Notice in accordance with Section 708A(5)(e) of the Corporations Act
Secondary Trading Exemption
The Corp o rations Ac t (the Act) restricts th e on-sale o f securities issued wit h out disclo s ure, unles s the sale is exempt u n der sectio n 708 or 7 0 8A. By t h e Compan y giving th i s notice, a sale of th e Securities detailed in t he attache d Appendi x 3B will fa l l within th e exemptio n in section 708A(5) o f the Act.
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The Company hereby notifies A S X under p a ragraph 708A(5)(e) o f the Act th a t: a) the C ompany is s ued the Securities without disclo s ure to inv e stors unde r Part 6D.2 o f the Act; b) as a t 3 Februar y 2010 the Company h as compli e d with the provisions of Chapte r 2M of th e Act a s they app l y to the C o mpany, an d section 6 7 4 of the A c t; and
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c) as at 3 Februar y 2010 ther e is no infor m ation:
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i) that has b e en exclud e d from a c o ntinuous d isclosure n o tice in ac c ordance with the AS X Listing R u les; and
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ii) that inves t ors and th e ir professi o nal advis e rs would r e asonably r equire for t he purpos e of makin g an inform e d assessm e nt of: A) the a ssets and l i abilities, financial po s ition and p e rformance , profits an d losses an d pro s pects of th e Company ; or
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B) the r ights and l i abilities attaching to t h e Securities.
Yours fait h fully
Intec Ltd
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Philip R Wood Managing Director a n d Chief Executive Of f icer
Appendix 3B New issue announcement
Intec Ltd
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 (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) |
Ordinary shares. |
|---|---|
| 9,074,502 ordinary shares. | |
| Ordinary shares. |
Appendix 3B Page 2
Appendix 3B New issue announcement
Intec Ltd
| 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 ordinary shares will be quoted and rank equally with Intec’s currently quoted ordinary shares. |
The ordinary shares will be quoted and rank equally with Intec’s currently quoted ordinary shares. |
|---|---|---|
| $0.0149 per share | ||
| $134,983.22 consideration for services provided by Merriman Curhan Ford & Co. whilst acting as Principal American Liaison in connection with the listing and trading of Intec Ltd securities on the International OTCQX (Refer ASX announcement by INL dated 6 May 2008). |
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| 3 February 2010 | ||
| Number | +Class | |
| 900,438,370 | Ordinary Shares | |
| Number | +Class | |
| 1 | Convertible Note (as 1 of possible 2 Convertible Notes under Convertible Note facility). Original value US$1.5 million, US$750,000 drawn down and US$329,983 converted. Balance of Convertible Note drawn down is US$420,017. |
|
| 5,869,014 | 24 February 2010 Options – exercise price $0.069 |
|
| 7,210,000 | 31 August 2011 Options – exercise price $0.11 |
Appendix 3B Page 3
Appendix 3B New issue announcement
Intec Ltd
| 4,700,000 | 25 September 2012 Options – exercise price $0.15 |
|---|---|
| 6,350,000 | 25 September 2012 Options – exercise price $0.15 These options will not vest, and may not be exercised, until the Trigger Price Threshold of $0.25 is met. To meet the Trigger Price Threshold, the price of Intec Ltd shares traded on the Australian Securities Exchange must have closed above $0.25 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. |
- 10 Dividend policy (in the case of a The newly issued shares rank equally with the existing trust, distribution policy) on the shares. increased capital (interests)
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 ]
Appendix 3B Page 4
Appendix 3B New issue announcement
Intec Ltd
Entities that have ticked box 34(b)
38 Nu m ber of sec u rities for w hich Questions 38 to 42 are not applicable to +qu o tation is sou g ht 42
Quotation agreement
1 +Q u otation of ou r additional[+] s ecurities is i n ASX’s absol u te discretio n . ASX may q uote the[+] sec u rities on any con d itions it decides. 2 We warrant the f o llowing to A SX.
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The iss u e of the[+] sec u rities to be q u oted compli e s with the la w and is not f o r an illegal p u rpose.
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• There is no reason w h y those[+] sec u rities should n ot be grante d[+] quotation. • An offe r of the[+] secu r ities for sale w ithin 12 mo n ths after thei r issue will n o t require disclosure under section 7 07(3) or sec t ion 1012C(6) of the Corpo r ations Act. Note: An e n tity may need to o b tain appropriate w a rranties from subs c ribers for the securities in order to be a ble to give this wa r ranty
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Sectio n 724 or sec t ion 1016E of the Corp o rations Ac t does not a p ply to any application s receive d by us in r elation to a n y[+] securities to be quo t ed and that no-one has any right t o return a ny[+] securiti e s to be quo t ed under se c tions 737, 7 38 or 1016 F of the Cor p orations Ac t at the t i me that we r equest that t he[+] securiti e s be quoted.
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• We war r ant that if co n firmation is r equired und e r section 101 7 F of the Cor p orations Act in relation to the[+] sec u rities to be q u oted, it has b een provide d at the time t h at we reques t that the[+] sec u rities be quoted.
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• If we ar e a trust, we w arrant that n o person has t h e right to ret u rn the[+] secu r ities to be qu o ted under section 1 019B of the C orporations Act at the ti m e that we req u est that the[+] securities be q uoted
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3 We will indemni f y ASX to the fullest exten t permitted b y law in respe c t of any clai m , action or e x pense arisin g fro m or connecte d with any br e ach of the w a rranties in th i s agreement.
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4 We give ASX th e information and documents required b y this form. I f any informa t ion or docu m ent not ava i lable now, w i ll give it to A SX before[+] q u otation of the[+] securities b egins. We a c knowledge t h at ASX is rel y ing on the in f ormation and documents. W e warrant t h at they are ( w ill be) true a n d complete.
Sign here:
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D ate: 3 Februar y 2010
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(Director / ~~Secretary)~~
Print name: Philip R Wood
Appendix 3B 3 February 2010
Rule 2.7, 3.10 . 3, 3.10.4, 3.10.5
Appen d ix 3B Page 5