13 February 2013
The Manager
Company Announcements Office
ASX Limited
20 Bridge Street
SYDNEY NSW 2000
Dear Sir
Notice under Section 708A of the Corporations Act
On
13
February
2013
Novogen
Ltd
(ASX:
NRT)
issued
a
total
of
13,600,000 fully
paid
ordinary shares (
Shares
).
NRT hereby gives notice under section 708A(5)(e) of the Corporations Act (
Act
) that:
1.
NRT issued the Shares without disclosure under Part 6D.2 of the Corporations Act;
2.
As at the date of this notice NRT has complied with:
(a)
the provisions of Chapter 2M of the Act as they apply to NRT; and
(b)
section 674 of the Act; and
3.
As at the date of this notice there is no excluded information to be provided in
accordance with section 708A(7) and (8) of the Act.
Yours sincerely
Andrew Bursill
Company Secretary
Novogen Ltd
About Novogen
Novogen Ltd is a public Australian biotechnology company whose shares trade on both
the Australian Stock Exchange (symbol
‘
NRT
’
) and NASDAQ (symbol
‘
NVGN
’
). The
Company is based in Sydney, Australia and is focused on the development of a family of
novel anti-cancer drugs based on super-benzopyran and
‘
stealth
’
drug technologies. The
Company
’
s inaugural drug candidate is CS-6.
862643_1_novogen - notice under section 708a of the corporations act
1
About CS-6
CS-6 belongs to a new class of drug candidates known (structurally) as super-
benzopyrans displaying potent anti-cancer activity and demonstrating increased bio-
availability to cancer cells (
‘
stealth
’
technology). CS-6 shows broad anti-proliferative
and cytotoxic activity against human cancer cells, with particular activity against human
glioblastoma cells. CS-6 also has been designed deliberately to meet the major known
criteria for crossing the blood-brain barrier, and for that reason is being developed as a
first-line for the treatment of glioblastoma multiforme, the main form of primary brain
cancer.
Further information
Contact Dr Graham Kelly, Chief Executive Officer.
T: (61 2) 9878 0088
M: (61) 0459 200 095
E: Graham.Kelly@novogen.com
Further information is available on the Company
’
s web site, www.novogen.com
862643_1_novogen - notice under section 708a of the corporations act
2
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
Ordinary Shares
be issued
2
Number
of
+
securities
issued
or
13,600,000
to
be
issued
(if
known)
or
maximum
number
which
may
be issued
3
Principal
terms
of
the
Ordinary Shares
+
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)
+ See chapter 19 for defined terms.
01/08/2012
Appendix 3B Page 1
Appendix 3B
New issue announcement
4
Do the
+
securities rank equally
Yes
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
5
Issue price or consideration
As part of consideration for acquisition of
Triaxial Pharmaceuticals Pty Ltd shares.
6
Purpose of the issue
As part of consideration for acquisition of
(If
issued
as
consideration
for
Triaxial Pharmaceuticals Pty Ltd shares.
the
acquisition
of
assets,
clearly
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
6c
Number
of
+
securities
issued
15,279,782
without security
holder approval
under rule 7.1
+ See chapter 19 for defined terms.
Appendix 3B Page 2
01/08/2012
Appendix 3B
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
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
13 February 2013
into
uncertificated
holdings
or
despatch of certificates
Number
+
Class
8
Number and
+
class of all
117,405,676
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
+
securities
not
quoted
on ASX
with various exercise
(
including
the securities in
dates and prices.
section 2 if applicable)
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
+ See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
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.
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: ..13/02/2013....
(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
102,125,894
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
-
•
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
”
102,125,894
+ 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
15,318,884
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
(15,279,782)
•
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
”
(15,279,782)
Step 4: Subtract
“
C
”
from [
“
A
”
x
“
B
”
] to calculate remaining
placement capacity under rule 7.1
“
A
”
x 0.15
15,318,884
Note: number must be same as shown in
Step 2
Subtract
“
C
”
(15,279,782)
Note: number must be same as shown in
Step 3
Total
[
“
A
”
x 0.15]
–
“
C
”
39,102
[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
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