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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)

  1. 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.

  1. Same terms as existing shares of common

  2. 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.

  1. 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.

24/10/2005 Appendix 3B Page 7

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