UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2013.
Commission File Number ________________
Novogen Limited
(Translation of registrant’s name into English)
1-7 Waterloo Road, Macquarie Park, NSW, Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F x Form 40-F o |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark if the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o No x
If “yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Novogen Limited (Registrant)
(Signature) *
Andrew Bursill
Date 28 June 2013
* Print the name and title under the signature of the signing officer.
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
Name of entity
NOVOGEN LIMITED
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
1. Ordinary Shares
be issued
2. Unlisted Convertible Notes
2
Number of +securities issued or to
1. 1,800,000 Ordinary Shares
be issued (if known) or maximum
2. Unlisted Convertible Note with value of
number which may be issued
$1,500,000 divided amongst vendors entitling the
Vendors to convert to 60,000,000 Shares.
3
Principal terms of the +securities
1. Ordinary Shares
(eg, if options, exercise price and
Rank pari passu with existing Ordinary Shares
expiry date; if partly paid
2. Convertible Notes
+securities, the amount outstanding
The face value of the unlisted convertible note
and due dates for payment; if
is $1,500,000;
+convertible
securities,
the
If all the Convertible Notes were converted by
conversion price and dates for
the note holders to Shares, the note holders
conversion)
would, based on the agreed issue price of
$0.025 per share, be issued in aggregate
60,000,000 Shares;
The Convertible Notes may be exercised at each
note holders discretion;
The Convertible Notes may not be converted
until the completion of milestones as noted
under Resolution 4 of the Notice of Meeting
and Explanatory Memorandum for the general
meeting held on 19 April 2013; and
The Ordinary shares issued upon conversion of
the Convertible Note will rank pari passu with
existing Ordinary Shares.
+ See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 1
Appendix 3B
New issue announcement
4
Do the +securities rank equally in
1. The ordinary shares rank pari passu with
all respects from the date of
existing ordinary shares.
allotment with an existing +class of
2. On conversion of the Convertible Note, the
quoted +securities?
Ordinary Shares issued will rank pari passu
with existing Ordinary Shares.
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
1. Issue price of $0.025 per share.
2. $1,500,000 for the Convertible Note.
6
Purpose of the issue
1. As part satisfaction of the purchase by the
(If issued as consideration for the
Company of the shares in Triaxial
acquisition of assets, clearly
Pharmaceuticals from Phytose Corporation
identify those assets)
in the Triaxial Pharmaceuticals purchase.
2. As repayment of the outstanding principal
on the loan owed to the Vendors of Triaxial
Pharmaceuticals.
6a
Is the entity an +eligible entity that No
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
6d
Number of +securities issued with N/A
security holder approval under rule
7.1A
+ See chapter 19 for defined terms.
Appendix 3B Page 2
01/08/2012
Appendix 3B
New issue announcement
6e
Number of +securities issued with N/A
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
6f
Number of securities issued under N/A
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 rule N/A
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 Refer Annexure 1
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7
Dates of entering +securities into 28 June 2013
uncertificated holdings or despatch
of certificates
Number
+Class
8
Number and
+class of all 138,276,033
Ordinary Shares
+securities quoted on ASX
(including the securities in section
2 if applicable)
+ See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 3
Appendix 3B
New issue announcement
Number
+Class
9
Number and
+class of all 2,007,216
Unlisted options with
+securities not quoted on ASX
various exercise dates
(including the securities in section
and prices.
2 if applicable)
Face Value $1,500,000
(NRTNEW)
Unlisted
Convertible Notes
10
Dividend policy (in the case of a N/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
+ See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3B
New issue announcement
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 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?
+ See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 5
Appendix 3B
New issue announcement
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)
(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 6
01/08/2012
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 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.
01/08/2012
Appendix 3B Page 7
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: ..28/06/2013....
(Company secretary)
Print name:
..Andrew Bursill......................................
== == == == ==
+ See chapter 19 for defined terms.
Appendix 3B Page 8
01/08/2012
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
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 date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
34,470,357
• 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.
01/08/2012
Appendix 3B Page 9
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 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”
-
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”
-
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C”
20,741,404
[Note: this is the remaining placement
capacity under rule 7.1]
+ See chapter 19 for defined terms.
Appendix 3B Page 10
01/08/2012
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 or N/A
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.
01/08/2012
Appendix 3B Page 11
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 12
01/08/2012