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UNIVERSAL BIOSENSORS INC. Share Issue/Capital Change 2011

Sep 25, 2011

65977_rns_2011-09-25_91752f1b-54b8-4835-a417-664107e68a40.pdf

Share Issue/Capital Change

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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 be issued
1.
Unquoted
employee
options
over
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 1. 86,000 employee options issued or to be issued (if 2. 1,213 CDI’s known) or 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 $1.00
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: 22 September 2011
Expiry date: 21 September 2018
Vesting of employee options:
28,666 vesting on 31 December 2012;
28,667 vesting on 31 December 2013;
28,667 vesting on 31 December 2014.
2. Same terms as existing shares of
common stock.
  • 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 1. No. Unquoted employee options to be all respects from the date of issued. allotment with an existing[+] class of quoted[+] securities? Shares of common stock issued on exercise of the employee options will If the additional securities do not rank equally with existing shares of rank equally, please state: common stock. • the date from which they do • the extent to which they participate for the next To participate in a dividend, the dividend, (in the case of a trust, ordinary shares underlying the distribution) or interest employee options would need to be payment issued prior to the record date for the • the extent to which they do not dividend. rank equally, other than in relation to the next dividend, 2. Yes distribution or interest payment

5 Issue price or consideration 1. Nil 2. Nil 6 Purpose of the issue 1. Issue of 86,000 employee options to 5 (If issued as consideration for the new employees acquisition of assets, clearly 2. Release of 1,213 restricted shares and identify those assets) conversion into CDI’s pursuant to the Universal Biosensors, Inc. employee share plan

  • 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

22 September 2011

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)

Number +Class
158,950,811 CHESS Depositary
Interests
Number +Class
74,350 Shares of common
stock
(restricted)
(Code UBIAC)
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

1,516,770
337,107
115,992
623,000
590,000
824,000
236,667
81,333
66,667
1,644,334
1,610,000
50,000
505,500
355,000
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 (Code: UBIAE)
Employee
options
expiring
on
23
February 2018
(Code: UBIAF)
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
86,000 Employee
options
expiring
on
21
September 2018
Not applicable.

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)

42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Number +Class

  • 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: (Company secretary)

Date: 26 September 2011

Print name: Cameron Billingsley

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9