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SCIDEV LTD — Share Issue/Capital Change 2012
Mar 21, 2012
65761_rns_2012-03-21_8229ed5d-d733-4afa-814c-77ce5857eef5.pdf
Share Issue/Capital Change
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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
Companies Announcements Office Australian Securities Exchange
22 March 2012
Appendix 3B and Appendix 3Y
We refer to the Extraordinary General Meeting held on 19 March 2012, the results of which were released to ASX on that date, and now attach an Appendix 3B – New Issue Announcement, and an Appendix 3Y – Change of Director’s Interest Notice.
Yours faithfully, Intec Ltd
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Kieran Rodgers Managing Director
For further information on the Company view our website at www.intec.com.au or contact:
Kieran G Rodgers Managing Director Tel: 02 9954 7888
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ASX code: INL
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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
Companies Announcements Office Australian Securities Exchange
22 March 2012
Appendix 3B and Notice in accordance with Section 708A(5)(e) of the Corporations Act
Intec Ltd (ASX code: INL) provides the attached Appendix 3B for the quotation of newly issued shares following their allotment today following resolutions passed at an Extraordinay General Meeting held on 19 March 2012.
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 22 March 2012 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 22 March 2012 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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Kieran Rodgers Managing Director
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ASX code: INL
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) |
Fully paid ordinary shares |
|---|---|
| 50,860,534 ordinary shares | |
| Ordinary shares |
Appendix 3B Page 3
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) |
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. |
|
|---|---|---|---|
| $0.015 per ordinary share | |||
| Placement as set out in ASX announcement dated 7 Februay 2012 and approved by Intec Ltd shareholders at an Extraordinary General Meeting held on 19 March 2012. |
|||
| 22 March 2012 | |||
| Number | +Class | ||
| 299,818,669 | Ordinary Shares | ||
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) |
Number | +Class | |
| 470,000 | 25 September 2012 – exercise price $1.50 |
||
| 385,000 Lapse of 250,000 options due to cessation of employment. |
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 ASX 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. |
||
| 7,600,000 Lapse of 1,400,000 options due to cessation of employment. |
21 November 2016 Options – exercise price $0.03 |
Appendix 3B Page 4
Appendix 3B New issue announcement
Intec Ltd
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
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 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
Appendix 3B Page 5
Appendix 3B New issue announcement
Intec Ltd
Quotation agreement
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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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: 22 March 2012
Kieran Rodgers
(Director/ ~~Secretary~~ )
Print name:
Kieran G Rodgers
Appendix 3B share placement 22 March 2012
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B Page 6
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
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 30/09/01 Amended 01/01/11
Name of entity Intec Ltd ABN 25 001 150 849
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Kieran Gregory Rodgers |
|---|---|
| Date of last notice | 9 December 2011 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct and Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Mudros Pty Ltd (Director) |
| Date of change | 22 March 2012 |
| No. of securities held prior to change | 48,000 ordinary shares held directly. 64,956 ordinary shares held indirectly. 120,000 unquoted employee options held directly (expiry date 25 September 2012; exercise price $1.50). 1,200,000 unquoted employee options held directly (expiry date 21 November 2016; exercise price $0.03) |
| Class | Ordinary fully paid shares |
| Number acquired | 14,666,667 ordinary shares held directly |
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$220,000 |
Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| No. of securities held after change | 14,714,667 ordinary shares held directly. 64,956 ordinary shares held indirectly. 120,000 unquoted employee options held directly (expiry date 25 September 2012; exercise price $1.50). 1,200,000 unquoted employee options held directly (expiry date 21 November 2016; exercise price $0.03) |
|---|---|
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Participation in share placement at an issue price of $0.015 per share. Participation approved by Intec Ltd shareholders at an Extraordinary General Meeting held on 19 March 2012. |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | Not applicable. |
|---|---|
| Nature of interest | |
| Name of registered holder (if issued securities) |
|
| Date of change | |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
|
| Interest acquired | |
| Interest disposed | |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
|
| Interest after change |
Part 3 –[+] Closed period
Were the interests in the securities or contracts detailed No. above traded during a[+] closed period where prior written clearance was required?
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
No. |
|---|---|
| If so, was prior written clearance provided to allow the trade | Not applicable. |
| to proceed during this period? | |
| If prior written clearance was provided, on what date was this | Not applicable. |
| provided? |
Appendix 3Y Page 2