Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme
Novogen Limited
ACN/ARSN
37 063 259 754
1. Details of substantial holder (1)
Name
Andrew Heaton
ACN/ARSN (if applicable)
The holder became a substantial holder on
13 February 2013
2. Details of voting power
The total number of votes attached to all the voting shares in thecompany or voting interests in the scheme that the substantial holder or an
associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
Class of securities (4)
Number of securities
Person's votes (5)
Voting power (6)
Ordinary Shares
7,600,400
7,600,400
6.47%
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial
holder became a substantial holder are as follows:
Holder of relevant interest
Nature of relevant interest (7)
Class and number of securities
Andrew Heaton
Direct Holding
Ordinary– 7,600,400
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant
Registered holder of
Person entitled to be
Class and number of securities
interest
securities
registered as holder (8)
Andrew Heaton
Direct Holding
Ordinary–
7,600,400
Andrew Heaton
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the
substantial holder became a substantial holder is as follows:
Holder of relevant
Date of acquisition
Consideration (9)
Class and number of
interest
securities
Cash
Non-cash
Consideration for
Andrew Heaton
13/02/2012
Triaxial
Ordinary–
Pharamaceutical
7,600,400
P/L
Share
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable)
Nature of association
7. Addresses
The addresses of persons named in this form are as follows:
Name
Address
Andrew Heaton
Level 1, 1-7 Waterloo Road, North Ryde NSW 2113
Signature
print name
Andrew Heaton
capacity
Self
sign here
date
13 February 2013
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. acorporation and its related corporations, or the
manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of
persons are essentiallysimilar, theymay be referred tothroughout the form as aspecifically named group if themembership of each group,
with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an
associate has a relevant interest in.
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
(a)
any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of
any document setting out the terms of any relevant agreement, anda statement by the person giving full and accurate details of any
contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or
arrangement; and
(b)
anyqualificationofthepowerofapersontoexercise,controltheexerciseof,orinfluencetheexerciseof,thevotingpowersordisposal
of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write
"unknown".
(9) Detailsoftheconsiderationmust includeanyandallbenefits,moneyandother,thatanypersonfrom whom arelevantinterest was acquired
has, ormay, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the
happening or not of acontingency. Detailsmust beincluded of any benefit paid on behalf of thesubstantial holder orits associatein relation
to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.