0001193125-13-179740.txt : 20130429 0001193125-13-179740.hdr.sgml : 20130427 20130429065733 ACCESSION NUMBER: 0001193125-13-179740 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130429 FILED AS OF DATE: 20130429 DATE AS OF CHANGE: 20130429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVOGEN LTD CENTRAL INDEX KEY: 0001075880 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29962 FILM NUMBER: 13789037 BUSINESS ADDRESS: STREET 1: LEVEL 1 STREET 2: 1 - 7 WATERLOO ROAD CITY: NORTH RYDE NSW STATE: C3 ZIP: 2113 BUSINESS PHONE: 01161298780088 MAIL ADDRESS: STREET 1: LEVEL 1 STREET 2: 1 - 7 WATERLOO ROAD CITY: NORTH RYDE NSW STATE: C3 ZIP: 2113 6-K 1 d527945d6k.htm FORM 6-K Form 6-K

 

 

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 April, 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  ¨

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):  ¨

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):  ¨

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  ¨    No  x

If “yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)

 

 

 


SIGNATURE

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)
Andrew Bursill
Andrew Bursill
Company Secretary
Date 29 April 2013


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 be issued    Ordinary Shares
2    Number of +securities issued or to be issued (if known) or maximum number which may be issued    14,425,150
3    Principal terms of the +securities (eg, if options, 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)    Ordinary Shares

 

 

+  See chapter 19 for defined terms.

  
   Appendix 3B Page 1


Appendix 3B

New issue announcement

 

 

 

4   

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

   Yes
5    Issue price or consideration    $0.166 per share (total consideration $2,394,575)
6   

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

   To fund Phase 1 of CS-6 program; running program seeking new drugs; corporate costs and working capital as approved by shareholders at General Meeting held on 19 April 2013.
6a   

Is the entity an +eligible entity 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

   No
6b    The date the security holder resolution under rule 7.1A was passed    N/A
6c    Number of +securities issued without security holder approval under rule 7.1    N/A

 

 

+  See chapter 19 for defined terms.

  
Appendix 3B Page 2   


Appendix 3B

New issue announcement

 

 

 

6d    Number of +securities issued with security holder approval under rule 7.1A    N/A
6e    Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)    14,425,150
6f    Number of securities issued under an exception in rule 7.2    N/A
6g    If securities issued under rule 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.    N/A
6h    If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements    N/A
6i    Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements    Refer Annexure 1
7    Dates of entering +securities into uncertificated holdings or despatch of certificates    24 April 2013
         

Number

  

+Class

8    Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)    131,830,826    Ordinary Shares

 

 

+  See chapter 19 for defined terms.

  
   Appendix 3B Page 3


Appendix 3B

New issue announcement

 

 

 

         

Number

  

+Class

9    Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)    2,007,216    Unlisted options with various exercise dates and prices.
10    Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)    N/A

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   

 

 

+  See chapter 19 for defined terms.

  
Appendix 3B Page 4   


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 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.

  
   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)    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.

  
Appendix 3B Page 6   


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.

  
   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: 29/04/2013
   (Company secretary)   
Print name:    Andrew Bursill   

== == == == ==

 

 

+  See chapter 19 for defined terms.

  
Appendix 3B Page 8   


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 securities on issue 12 months before date of issue or agreement to issue

 

  

 

102,375,894

 

Add the following:

 

•        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

 

  

 

29,454,932

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

 

   -
“A”    131,830,826

 

 

+  See chapter 19 for defined terms.

  
   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    19,774,624
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” × 0.15

 

Note: number must be same as shown in Step 2

   19,774,624

Subtract “C”

 

Note: number must be same as shown in Step 3

   -
Total [“A” x 0.15] – “C”   

19,774,624

 

[Note: this is the remaining placement capacity under rule 7.1]

 

 

+  See chapter 19 for defined terms.

  
Appendix 3B Page 10   


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”

 

Note: number must be same as shown in Step 1 of Part 1

   N/A
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 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

   N/A
“E”    N/A

 

 

+  See chapter 19 for defined terms.

  
   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” × 0.10

 

Note: number must be same as shown in Step 2

  N/A

Subtract “E”

 

Note: number must be same as shown in Step 3

  N/A
Total [“A” × 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