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 August, 2013.
Commission File Number ________________
Novogen Limited
(Translation of registrants 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 registrants home country), or under the rules of the home country exchange on which the registrants 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 registrants 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 August 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 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
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 be Ordinary fully paid share (Share)
issued
2
Number of +securities issued or to be 337,838 fully-paid Shares
issued (if known) or maximum
number which may be issued
3
Principal terms of the +securities (eg, Fully-paid ordinary voting shares
if options, exercise price and expiry Ranks pari passu with all existing Shares
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 in All of the Shares referred to in Item 2 will rank pari passu
all respects from the date of with all existing Ordinary Shares.
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
5
Issue price or consideration
Issue price per Share: $0.148
6
Purpose of the issue
The Shares referred to in Item 2 are issued pursuant to a
(If issued as consideration for the conversion notice received under the Convertible Securities
acquisition of assets, clearly Agreement announced to the market on 4 July 2013.
identify those assets)
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
+ See chapter 19 for defined terms.
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1/1/2003
Appendix 3B
New issue announcement
6c
Number of +securities issued 337,838 fully-paid Shares
without security holder approval
under rule 7.1
6d
Number of +securities issued with N/A
security holder approval under
rule 7.1A
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 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
+ See chapter 19 for defined terms.
24/10/2005Appendix 3B Page 3
Appendix 3B
New issue announcement
7
+Issue dates
27 August 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
+securities quoted on ASX 142,846,626
Ordinary Shares
(including the securities in
clause 2 if applicable)
Number
+Class
9
Number and
+class of all 6,007,216
Unlisted options with various
+securities not quoted on ASX
exercise dates and prices.
(including the securities in clause
2 if applicable)
1
Unlisted convertible note with a
face value of $540,000
60,000,000
Unlisted convertible notes, with
aggregate
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 - 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
+ See chapter 19 for defined terms.
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1/1/2003
Appendix 3B
New issue announcement
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
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
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
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)
(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
+ See chapter 19 for defined terms.
Appendix 3B Page 6
1/1/2003
Appendix 3B
New issue announcement
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
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
+ See chapter 19 for defined terms.
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Appendix 3B
New issue announcement
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.
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:
............................................................
Date: 27 August 2013
(Company secretary)
Print name:
......Andrew Bursill..............................
== == == == ==
+ See chapter 19 for defined terms.
24/10/2005Appendix 3B Page 9
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 securities on 103,805,676
issue 12 months before the +issue date or date of
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.
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1/1/2003
Appendix 3B
New issue announcement
Step 2: Calculate 15% of "A"
"B"
0.15
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:
8,570,593
• 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"
8,570,593
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"
8,570,593
Note: number must be same as shown in
Step 3
Total ["A" x 0.15] – "C"
12,170,811
+ See chapter 19 for defined terms.
24/10/2005Appendix 3B Page 11
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"
N/A
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
1/1/2003
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"
Note: this is the remaining placement
capacity under rule 7.1A
+ See chapter 19 for defined terms.
24/10/2005Appendix 3B Page 13