NOVOGEN LIMITED
(ASX: NRT)
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ASX RELEASE
5 November 2013
CLEANSING NOTICE
We refer to the issue of a convertible security by Novogen Limited (Novogen) on 5 July 2013.
Pursuant to a notice of conversion of a portion of the convertible security representing in aggregate
$75,000, Novogen issued 506,757 ordinary shares to Merrill Lynch (Australia) Nominees Pty
Limited ACN 003 925 031 FBO Hudson Bay Master Fund Limited on 5 November 2013 (Shares).
For the purposes of section 708A(5)(e)(i) of the Corporations Act 2001 (Cth) (Corporations Act)
Novogen gives notice that:
1.
Novogen issued the Shares without disclosure to investors under Part 6D.2 of the
Corporations Act;
2.
as at the date of this notice, Novogen has complied with:
(a) the provisions of Chapter 2M of the Corporations Act as they apply to Novogen;
and
(b) section 674 of the Corporations Act; and
3.
as at the date of this notice, there is no information that is “excluded information” (as
defined in subsections 708A(7) and 708A(8) of the Corporations Act) which is required
to be disclosed by Novogen.
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Yours faithfully,
Lionel Mateo
Company Secretary
NOVOGEN LTD – ACN 063 259 754
16-20 Edgeworth David Ave, Hornsby, NSW, 2077
P: +61 (0) 2 9476 0344 - F: +61 (0) 2 9476 0388
www.novogen.com
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 Ordinary Fully paid share (Share)
be issued
2
Number of +securities issued or 506,757 fully-paid Shares
to be issued (if known) or
maximum number which may
be issued
3
Principal
terms
of
the Fully-paid ordinary voting shares
+securities (e.g. if options, Ranks pari passu with all existing Ordinary Shares
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)
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
4
Do the +securities rank equally All the shares referred to in item 2 will rank
in all respects from the +issue pari passu with all existing Ordinary Shares
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
5
Issue price or consideration
Issue price per Share is $0.148
6
Purpose of the issue
The Shares referred to in the item 2 are issued
(If issued as consideration for pursuant to a conversion notice received under the
the acquisition of assets, clearly Convertible Securities Agreement announced to the
identify those assets)
market on 4 July 2013
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 506,757 fully-paid Shares
without security holder approval
under rule 7.1
+ See chapter 19 for defined terms.
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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
5 November 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 145,466,852
Ordinary Shares
+securities quoted on ASX
(including the +securities in
section 2 if applicable)
+ See chapter 19 for defined terms.
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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
note with a face value of
$1,255,000
60,000,000
Unlisted
convertible
notes, with face values
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 N/A
required?
12
Is the issue renounceable or non- N/A
renounceable?
13
Ratio in which the +securities N/A
will be offered
14
+Class of +securities to which the N/A
offer relates
15
+Record date to determine N/A
entitlements
16
Will holdings on different N/A
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17
Policy for deciding entitlements N/A
in relation to fractions
+ See chapter 19 for defined terms.
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New issue announcement
18
Names of countries in which the N/A
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 N/A
acceptances or renunciations
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
20
Names of any underwriters
N/A
21
Amount of any underwriting fee N/A
or commission
22
Names of any brokers to the N/A
issue
23
Fee or commission payable to the N/A
broker to the issue
24
Amount of any handling fee N/A
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
25
If the issue is contingent on N/A
security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance N/A
form and offer documents will be
sent to persons entitled
27
If the entity has issued options, N/A
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 N/A
applicable)
29
Date rights trading will end (if N/A
applicable)
30
How do security holders sell N/A
their entitlements in full through
a broker?
31
How do security holders sell part N/A
of their entitlements through a
broker and accept for the
balance?
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
32
How do security holders dispose N/A
of their entitlements (except by
sale through a broker)?
33
+Issue date
N/A
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) x +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.
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Appendix 3B
New issue announcement
Entities that have ticked box 34(b)
38
Number of +securities for which N/A
+quotation is sought
39
+Class of +securities for which N/A
quotation is sought
40
Do the +securities rank equally in N/A
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 N/A
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 N/A
N/A
+securities quoted on ASX
(including the +securities in clause
38)
+ See chapter 19 for defined terms.
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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: 5th of November
2013
(Director/Company secretary)
Print name:
Lionel Mateo
== == == == ==
+ See chapter 19 for defined terms.
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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.
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New issue announcement
Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15
20,741,405
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of +equity securities issued
11,190,819
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”
11,190,819
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
20,741,405
Note: number must be same as shown in
Step 2
Subtract “C”
11,190,819
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C”
9,550,586
[Note: this is the remaining placement
capacity under rule 7.1]
+ See chapter 19 for defined terms.
04/03/2013
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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.
Appendix 3B Page 12
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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.
04/03/2013
Appendix 3B Page 13