- Report of Foreign Issuer (6-K)
November 05 2008 - 5:31PM
Edgar (US Regulatory)
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 November, 2008
Commission
File Number
________________
Novogen
Limited
(Translation
of registrant’s name into English)
140 Wicks
Road, North Ryde, 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)(l):
o
Note:
Regulation S-T Rule 101 (b)( I) 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 lO1(b)(7):
o
Note:
Regulation S-T Rule l01(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 whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule l2g3-2(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)
/s/ Ron
Erratt
Ronald
Lea Erratt
Company
Secretary
Date
5 November, 2008
|
Rule
2.7, 3.10.3, 3.10.4, 3.10.5
|
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.
|
Name
of entity
|
NOVOGEN
LIMITED
|
|
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
|
Employee
options issued under the Novogen Limited Employee Share Option Plan to two
executive directors subsequently approved at the Annual General Meeting of
the Company on 31 October, 2008.
|
|
|
|
2
|
Number of
+
securities issued
or to be issued (if known) or maximum number which may be
issued
|
345,592
|
|
|
|
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)
|
345,592
options issued under the Novogen Limited Employee Share Option Plan at an
exercise price
of
$1.06 per option exercisable progressively on
or
after 1 March, 2009 – with all to be
exercised
by 1 March, 2013 -
(86,398
vest on 1 March, 2009 –
86,398
vest on 1 March, 2010 –
86,398
vest on 1 March, 2011– and
86,398
vest on 1 March, 2012).
|
|
|
|
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
|
Not
applicable
|
|
|
|
5
|
Issue
price or consideration
|
|
|
|
|
6
|
Purpose
of the issue
(If
issued as consideration for the acquisition of assets, clearly identify
those assets)
|
Issue
of options to eligible employees under the Novogen Limited Employee Share
Option Plan and subsequently approved at the Annual General Meeting of the
Company on
31 October, 2008.
|
7
|
Dates
of entering
+
securities into
uncertificated holdings or
despatch of
certificates
|
5
November, 2008.
|
|
|
|
|
|
Number
|
+
Class
|
8
|
Number
and
+
class of all
+
securities quoted
on ASX (
including
the securities in clause 2 if applicable)
|
102,125,894
|
Ord
|
|
|
Number
|
+
Class
|
9
|
Number
and
+
class of all
+
securities not
quoted on ASX (
including
the
securities in clause 2 if applicable)
|
2,692,192
|
Unlisted
options with various exercise dates and
prices.
|
10
|
Dividend
policy (in the case of 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
|
|
|
|
|
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?
|
|
|
|
|
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)
|
Ö
|
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
|
(If
the additional securities do not form a new class, go to
43)
|
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
|
|
|
|
|
|
|
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)
|
|
|
All
entities
Fees
43
|
Payment
method (tick one)
|
|
|
Cheque
attached
|
|
|
|
|
|
Electronic
payment made
Note:
Payment may be made electronically if Appendix 3B is given to ASX
electronically at the same time.
|
|
|
|
|
Ö
|
Periodic
payment as agreed with the home branch has been arranged
Note: Arrangements
can be made for employee incentive schemes that involve frequent issues of
securities.
|
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.
|
|
·
|
We
warrant that if confirmation is required under section 1017F of the
Corporations Act in relation to the
+
securities to be quoted,
it has been provided 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: /s/
R L
Erratt Date:
5 November, 2008
|
(
Director
/Company
Secretary)
|
Print
name:
|
RONALD
LEA ERRATT
|
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