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UNIVERSAL BIOSENSORS INC. — Capital/Financing Update 2011
May 12, 2011
65977_rns_2011-05-12_feed947b-ce0a-4b48-9bbd-be386f9158a9.pdf
Capital/Financing Update
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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
UNIVERSAL BIOSENSORS, INC.
ABN
51 121 559 993
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 1. Unquoted employee options over be issued Universal Biosensors, Inc. shares of common stock. 2. Shares of common stock traded in the form of CHESS Depositary Interests (CDI’s).
- 2 Number of[+] securities issued or 1. 2,300,000 employee options to be issued (if known) or 2. 1,213 CDI’s maximum number which may be issued
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement
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)
- Subject to terms and conditions of the Universal Biosensors, Inc. employee option plan.
Exercise price: A $1.38
The exercise price has been calculated as the closing price of Universal Biosensor’s common stock on Australian Securities Exchange on the day on which the employee options were granted.
Grant date: 24 February 2011
Expiry date: 23 February 2018
Vesting of employee options: 466,666 vesting on 31 December 2011; 466,666 vesting on 31 December 2012; 466,668 vesting on 31 December 2013; 500,000 of the options vest upon the company entering into a material partnership/licensing agreement for at least one major market with respect to one or more of the non‐blood glucose products currently in development; 400,000 options vest upon CE marking or first regulatory approval in the United States of the final test to which the partnership/licensing arrangement relates, subject to continued employment at the time of vesting.
-
Same terms as existing shares of common
-
See chapter 19 for defined terms.
Appendix 3B Page 2
24/10/2005
Appendix 3B New issue announcement
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
-
No. Unquoted employee options to be issued.
Shares of common stock issued on exercise of the employee options will rank equally with existing shares of common stock.
To participate in a dividend, the ordinary shares underlying the employee options would need to be issued prior to the record date for the dividend.
- Yes
5 Issue price or consideration 1. Nil 2. Nil
6 Purpose of the issue 1. Issue of employee options to CEO (If issued as consideration for following receipt of necessary the acquisition of assets, clearly stockholder approval identify those assets) 2. Release of 1,213 restricted shares and conversion into CDI’s pursuant to the Universal Biosensors, Inc. employee share
-
7 Dates of entering +securities 13 May 2011 into uncertificated holdings or despatch of certificates Number +Class
-
8 Number and +class of all 158,931,385 CHESS Depositary +securities quoted on ASX Interests ( including the securities in clause 2 if applicable) Number +Class
-
9 Number and +class of all 76,776 Shares of common + stock (restricted) securities not quoted on ASX (Code UBIAC)
-
( including the securities in
-
See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 3
Appendix 3B New issue announcement
| clause 2 if applicable) | 1,516,770 337,107 115,992 623,000 590,000 824,000 251,334 96,000 66,667 1,658,335 1,623,334 50,000 510,500 367,000 2,300,000 |
Employee options expiring 30 December 2013 (Code: UBIAS) Employee options expiring 31 December 2015 (Code: UBIAQ) Employee options expiring 18 September 2016 (Code: UBIAU) Employee options expiring 22 March 2017 (Code: UBIAY) Employee options expiring 18 September 2017 (Code: UBIAI) Employee options expiring 16 March 2018 (Code: UBIAW) Employee options expiring 19 August 2018 (code: UBIAA) Employee options expiring 16 February 2019 (Code: UBIAK) Employee options expiring 14 May 2019 (Code: UBIAM) Employee options expiring 28 June 2019 (Code: UBIAZ) Employee options expiring 9 November 2019 (Code: UBIAB) Employee options expiring 10 February 2017 (Code: UBIAD) Employee options expiring on 10 November 2017 (Code: UBIAO) Employee options expiring on 9 March 2018 Employee options expiring on 23 February 2018 |
|---|---|---|
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3B New issue announcement
10 Dividend policy (in the case Not applicable. of a trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
| 11 | Is security holder approval |
|---|---|
| required? | |
| 12 | Is the issue renounceable or non‐ |
| renounceable? | |
| 13 | Ratio in which the+securities |
| will be offered | |
| 14 | +Class of+securities to which the |
| offer relates | |
| 15 | +Record date to determine |
| entitlements | |
| 16 | Will holdings on different |
| registers (or subregisters) be | |
| aggregated for calculating |
|
| entitlements? | |
| 17 | Policy for deciding entitlements |
| in relation to fractions | |
| 18 | Names of countries in which the |
| entity has+security holders who | |
| will not be sent new issue | |
| 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 |
| 21 | Amount of any underwriting fee |
| or commission | |
| 22 | Names of any brokers to the |
| issue |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 5
Appendix 3B New issue announcement
| 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 prospectus or Product | |
| Disclosure Statement 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) | |
| 29 | Date rights trading will end (if |
| applicable) | |
| 30 | How do+security holders sell |
| their entitlements_in full_through | |
| a broker? | |
| 31 | How do+security holders sell |
| part of their entitlements |
|
| through a broker and accept for | |
| the balance? | |
| 32 | How do+security holders dispose |
| of their entitlements (except by | |
| sale through a broker)? | |
| 33 | +Despatch date |
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 )
- See chapter 19 for defined terms.
Appendix 3B Page 6
1/1/2003
Appendix 3B New issue announcement
(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 +quotation is sought
39 Class of +securities for which quotation is sought
- See chapter 19 for defined terms.
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Appendix 3B New issue announcement
40 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
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 that other security)
Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)
- See chapter 19 for defined terms.
Appendix 3B Page 8
1/1/2003
Appendix 3B New issue announcement
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.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
-
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 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: 13 May 2011 (Company secretary)
Print name: Cameron Billingsley
== == == == ==
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 9