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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,
04/03/13
Name of entity
Novogen Limited (“Novogen”)
ABN
37 063 259 754
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 Convertible note (unquoted) (Note)
be issued
2
Number of +securities issued or Securities not to be quoted:
to be issued (if known) or Note with a face value of $1,000,000 on issue
maximum number which may
be issued
+ See chapter 19 for defined terms.
21/10/2013
Appendix 3B Page 1
Appendix 3B
New issue announcement
3
Principal
terms
of
the Note
+securities (e.g. if options, Face value: $1,100,000
exercise price and expiry date; if Issue Price: $1,000,000
partly paid +securities, the The Note does not bear interest and is
amount outstanding and due
unsecured.
dates
for
payment;
if The Note is issued under the same terms as the
+convertible
securities,
the
Notes issued on 3 July 2013 (see Appendix 3B
conversion price and dates for
lodged with ASX on 4 July 2013) except that for
conversion)
this Note, (a) the conversion restrictions have
been waived (the Investor may convert at any
time), and (b) Novogen has waived its right to
convert all of the total amount unpaid on the
Note if the daily VWAP per Share exceeds $0.28
for 20 consecutive trading days.
+ See chapter 19 for defined terms.
Appendix 3B Page 2
04/03/2013
Appendix 3B
New issue announcement
4
Do the +securities rank equally No.
in all respects from the +issue
date with an existing +class of
quoted +securities?
If the additional +securities do The Note will not entitle its holder to participate
not rank equally, please state:
in any dividends declared or paid by Novogen;
the date from which they do
and
the extent to which they The Note will not entitle its holder to any
participate for the next
interest payment, except upon the occurrence
dividend, (in the case of a
of an ‘Event of Default’ under the Agreement, in
trust,
distribution)
or
which case interest will accrue at the rate
interest payment
prescribed under section 101 of the Civil
the extent to which they do
Procedure Act 2005 (NSW) until the Event of
not rank equally, other than
Default has been remedied.
in relation to the next
dividend, distribution or
interest payment
5
Issue price or consideration
$1,000,000
6
Purpose of the issue
The Note is issued in consideration for the
(If issued as consideration for investment by the Investor of $1,000,000.
the acquisition of assets, clearly
identify those assets)
The purpose of the Note is to raise funds for general
corporate and working capital purposes and to
further the anti-cancer drug research and
development plans of the Company.
6a
Is the entity an +eligible entity No
that has obtained security
holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the +securities the
subject of this Appendix 3B, and
comply with section 6i
6b
The date the security holder N/A
resolution under rule 7.1A was
passed
6c
Number of +securities issued N/A
without security holder approval
under rule 7.1
+ See chapter 19 for defined terms.
21/10/2013
Appendix 3B Page 3
Appendix 3B
New issue announcement
6d
Number of +securities issued N/A
with security holder approval
under rule 7.1A
6e
Number of +securities issued N/A
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
6f
Number of +securities issued N/A
under an exception in rule 7.2
6g
If +securities issued under rule N/A
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+issue date and both values.
Include the source of the VWAP
calculation.
6h
If +securities were issued under N/A
rule
7.1A
for
non-cash
consideration, state date on
which
valuation
of
consideration was released to
ASX Market Announcements
6i
Calculate the entity’s remaining N/A
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7
+Issue dates
21 October 2013
Note: The issue date may be prescribed by
ASX (refer to the definition of issue date in
rule 19.12). For example, the issue date for a
pro rata entitlement issue must comply with
the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
Number
+Class
8
Number and
+class of all 144,622,257
Ordinary Shares
+securities quoted on ASX
(including the +securities in
section 2 if applicable)
+ See chapter 19 for defined terms.
Appendix 3B Page 4
04/03/2013
Appendix 3B
New issue announcement
Number
+Class
9
Number and
+class of all 6,007,216
Unlisted options with
+securities not quoted on ASX
various exercise dates
(including the +securities in
and prices.
section 2 if applicable)
2
Unlisted
convertible
notes with a face value
of $1,380,000
60,000,000
Unlisted
convertible
notes, with aggregate
face value of $1,500,000
10
Dividend policy (in the case of a N/A
trust, distribution policy) on the
increased capital (interests)
Part 2 - 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
+ See chapter 19 for defined terms.
21/10/2013
Appendix 3B Page 5
Appendix 3B
New issue announcement
18
Names of countries in which the
entity has security holders who
will not be sent new offer
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
+ See chapter 19 for defined terms.
Appendix 3B Page 6
04/03/2013
Appendix 3B
New issue announcement
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the
issue
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 offer documents 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?
+ See chapter 19 for defined terms.
21/10/2013
Appendix 3B Page 7
Appendix 3B
New issue announcement
32
How do security holders dispose
of their entitlements (except by
sale through a broker)?
33
+Issue 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)
(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
+ See chapter 19 for defined terms.
Appendix 3B Page 8
04/03/2013
Appendix 3B
New issue announcement
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
40
Do the +securities rank equally in
all respects from the +issue date
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.
21/10/2013
Appendix 3B Page 9
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 is not available now, we 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 October 2013
(Director/Company secretary)
Print name:
........Lionel Mateo.........................
== == == == ==
+ See chapter 19 for defined terms.
Appendix 3B Page 10
04/03/2013
Appendix 3B
New issue announcement
Appendix 3B– Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A
for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid +ordinary
103,805,676
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
34,470,357
• Number of fully paid +ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid +ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid +ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here–
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid +ordinary -
securities cancelled during that 12 month
period
“A”
138,276,033
+ See chapter 19 for defined terms.
21/10/2013
Appendix 3B Page 11
Appendix 3B
New issue announcement
Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
20,741,404
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insert number of +equity securities issued
10,346,225
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded– not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
“C”
10,346,225
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
20,741,404
Note: number must be same as shown in
Step 2
Subtract “C”
10,346,225
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C”
10,395,179
[Note: this is the remaining placement
capacity under rule 7.1]
+ See chapter 19 for defined terms.
Appendix 3B Page 12
04/03/2013
Appendix 3B
New issue announcement
Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
N/A
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D”
0.10
Note: this value cannot be changed
Multiply “A” by 0.10
N/A
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of +equity securities issued
N/A
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities– not
just ordinary securities
• Include here– if applicable– the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E”
N/A
+ See chapter 19 for defined terms.
21/10/2013
Appendix 3B Page 13
Appendix 3B
New issue announcement
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
N/A
Note: number must be same as shown in
Step 2
Subtract “E”
N/A
Note: number must be same as shown in
Step 3
Total [“A” x 0.10] – “E”
N/A
Note: this is the remaining placement
capacity under rule 7.1A
+ See chapter 19 for defined terms.
Appendix 3B Page 14
04/03/2013