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 17 April
2013
ASX RELEASE
17 April 2013
Share
Purchase Plan Cleansing Notice
In accordance with ASIC Class Order 09/425 (
CO 09/425
), Novogen Ltd (
Novogen
) (
ASX: NRT
) gives notice that:
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1.
|
Novogen will make offers to issue ordinary shares under a Share Purchase Plan (
SPP
) without disclosure under Part 6D.2 of the Corporations Act 2011 (Cth)
(
Act
);
|
|
2.
|
this notice is given in accordance with CO 09/425 and in particular, paragraph 7(f)(ii) of CO 09/425 which requires that the Company give this notice to ASC within the
24 hour period before the SPP offer;
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3.
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as at the date of this notice, Novogen has complied with:
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|
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(a)
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the provisions of Chapter 2M of the Act as they apply to Novogen; and
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(b)
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section 674 of the Act; and
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4.
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as at the date of this notice, Novogen confirms that there is no information that is “excluded information” (as defined in subsections 708A(7) and 708A(8) of
the Act) which is required to be disclosed by Novogen.
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Yours faithfully
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/s/ Graham Kelly
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Graham Kelly
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Executive Chairman
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For further information contact:
Graham Kelly
Executive Chairman
Novogen Ltd
Telephone: 0459 200 095
Email: Graham.Kelly@novogen.com
Website:
www.novogen.com
Further information on the SPP
Please
contact our share registry if you require further information.
1
The share registry contact details are:
Computershare Investor Services Pty Limited
Level 4, 60 Carrington Street, Sydney NSW 2000
1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia)
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.
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.
More information
:
www.novogen.com
Safe harbour statement
Certain
statements made in this document and material referred to in this document that use the words “estimate”, “project”, “intend”, “expect”, “believe” and similar expressions are intended to identify
forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (U.S.). These forward looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or
achievements of the company to be materially different from those which may be expressed or implied by these statements. These statements are based on our management’s current expectations and are subject to a number of uncertainties that could
change the results described in the forward-looking statements.
Investors should be aware that there are no assurances that results will not
differ from those projected.
2
ASX RELEASE
17 April 2013
Share Purchase Plan
Novogen Ltd (ASX: NRT)
is pleased to announce that existing shareholders are being provided with an opportunity to participate in a share purchase plan (
Offer
).
Key features of the Offer:
|
•
|
|
Ordinary shares in the Company (Shares) are offered at $0.17 representing an approximate 20% discount to the average market price calculated over the
last 5 days on which sales in the Shares were recorded before the SPP was announced on 17 April 2013.
|
|
•
|
|
There are no transaction costs to participants.
|
The SPP will provide funds to Novogen:
|
(a)
|
as a priority, to enable it to commit to contractual obligations concerning the CS-6 pre-clinical program as a prelude to its clinical evaluation as a treatment for
glioblastoma multiforme and later stage ovarian cancer;
|
|
(b)
|
as a secondary priority, to enable it to conduct other studies intended to identify other potential clinical options for CS-6, as well as creating a pipeline of other
potential drug candidates; and
|
|
(c)
|
to provide working capital to maintain a viable publicly-listed Company.
|
The Company has sent to shareholders a notice of meeting relating to a proposed general meeting on 19 April 2013. At that meeting, a number of resolutions will be proposed, including the approval to
raise additional capital, if required.
The Directors have decided to raise in the short term funds from this SPP and a placement of $2.5
million (at 16.6 cents per Share) announced by the Company on 12 April 2013. The placement is subject to approval at the general meeting of Novogen at 19 April 2013 and was managed by Patersons Securities Pty Limited. The shareholder
approval is needed to ensure compliance with Listing Rule 7.1. Shareholder approval is not required for the SPP.
When the proceeds of the
placement and this SPP are received, the Directors will look at the funding needs of the Company and decide whether any additional funds are required at this stage. If the Directors do decide that additional funds are required, they do not
believe that, including the proceeds of the placement and the SPP, Novogen would need to raise more than $10 million.
You are encouraged to
review the Company’s announcements and its website -
www.novogen.com
.
1
Information for Eligible Shareholders
Shareholders who were registered as at 7.00 pm (Sydney time) on Tuesday 16 April 2013 (
Record Date
), and have a registered address in Australia and New Zealand (
Eligible Shareholders
)
are invited to participate in the SPP. The SPP provides the opportunity for Eligible Shareholders to purchase up to $15,000 of Novogen ordinary shares (
Shares
) at $0.17 per Share.
Eligible Shareholders if they choose to participate are able to purchase as little as $1,000 worth of Shares or up to a maximum of $15,000 worth of Shares without incurring brokerage or transaction costs.
All new Shares issued under the SPP will rank equally with the existing Shares.
Eligible Shareholders will be sent an offer letter and Share
Purchase Plan rules to enable them to consider the investment. The SPP, including eligibility, is subject to the more detailed Offer rules (released together with this announcement) which prevail to the extent of any inconsistency.
Important Dates
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|
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Record Date
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Tuesday 16 April 2013 (7.00pm Sydney time)
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Date for deciding Eligible Shareholders
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Announcement Date
|
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Wednesday 17 April 2013
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|
SPP is announced to the market
|
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Opening Date
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Tuesday 23 April 2013
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|
SPP opens
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|
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Closing Date
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Tuesday 14 May 2013
|
|
SPP closes at 5.00pm (Sydney time)
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|
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Allotment Date
|
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Tuesday 21 May 2013
|
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Allotment of Shares to be issued under SPP
|
|
|
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Despatch Date
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Wednesday 22 May 2013
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Confirmation of transaction despatched to shareholders
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Quotation Date
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Wednesday 22 May 2013
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Date on which Novogen shares are expected to be traded on ASX
|
Note: Dates are indicative only and Novogen retains the right to vary these dates without advance notice.
Key Offer details
|
|
|
|
|
Issue Price
|
|
$0.17 per Share
|
|
|
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Minimum Application Amount
$1,000
|
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Minimum investment amount per Eligible Shareholder under the SPP
|
|
|
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|
Maximum Application Amount
$15,000
|
|
Maximum investment amount per Eligible Shareholder under the SPP
|
Note: Amounts are stated in Australian dollars ($AUD). Eligible Shareholders can only take up the offer in increments of
$500.
The SPP is conducted in accordance with ASX Listing Rule 7.2, (Exception 15) and accordingly does not require shareholder approval.
2
The following documents will be despatched to Eligible Shareholders in the coming days:
|
(a)
|
The Offer letter; and
|
As required by the ASX Listing
Rules, copies of these documents are
attached
to this release. These documents are important and require your immediate attention.
If
you have any questions in relation to the SPP or how to complete the Application Form, please call Novogen’s share registry, Computershare Investor Services Pty Limited at any time between 8.30am to 5. 00pm (Sydney time) Monday to Friday on
1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia).
For further information contact:
Graham Kelly
Chief Executive Officer
Novogen Ltd
Telephone: 0459 200 095
Email: Graham.Kelly@novogen.com
Website:
www.novogen.com
About
Novogen Ltd
:
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.
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.
More information
:
www.novogen.com
3
17 April 2013
Dear Shareholder
Share Purchase Plan
On behalf of the directors of Novogen Ltd
,
I am pleased to invite Eligible Shareholders (see below) to participate in the Novogen Ltd Share
Purchase Plan (
SPP
). The SPP gives Eligible Shareholders the opportunity to purchase up to $15,000 of Novogen’s ordinary shares (
Shares
) at a discount, without incurring brokerage or transaction costs.
Key features of the Offer
|
•
|
|
Ordinary shares in the Company (Shares) are offered at $0.17 representing approximately 20% discount to the average market price calculated over the
last 5 days on which sales in the Shares were recorded before the SPP was announced on 17 April 2013.
|
|
•
|
|
There are no transaction costs to participants.
|
Closing Date
The offer closes at 5.00pm on
14 May 2013
.
Eligible Shareholders
The SPP will be
available to persons who are registered as shareholders at 7.00 pm (Sydney time) on 16 April 2013 (
Record Date
), and have a registered address in Australia and New Zealand (
Eligible Shareholders
). Instructions on how to apply for
a share allocation and key terms of the Offer are contained in the accompanying SPP documentation. The SPP, including eligibility, is subject to the more detailed SPP rules which prevail to the extent of any inconsistency
Capital raising program
The Company has
sent to shareholders a notice of meeting relating to a proposed general meeting on 19 April 2013. At that meeting, a number of resolutions will be proposed, including the approval to raise additional capital, if required.
The Directors have decided to raise in the short term funds from this SPP and a placement of $2.5 million (at 16.6 cents per Share) announced by the
Company on 12 April 2013. The placement is subject to approval at the general meeting of Novogen at 19 April 2013 and was managed by Patersons Securities Pty Limited. The shareholder approval is needed to ensure compliance with
Listing Rule 7.1. Shareholder approval is not required for the SPP.
4
When the proceeds of the placement and this SPP are received, the Directors will look at the funding needs
of the Company and decide whether any additional funds are required at this stage. If the Directors do decide that additional funds are required, they do not believe that, including the proceeds of the placement and the SPP, Novogen would need
to raise more than $10 million.
Company highlights
The Company on 3 April 2013 released another announcement which relates to encouraging results from a follow up study conducted which showed that the experimental anti-cancer drug, CS-6, was highly
cytotoxic in the laboratory against ovarian cancel stem cells.
To see this announcement and others, you are encouraged to review the
Company’s announcements and its website -
www.novogen.com
.
SPP Details
The SPP is intended to give existing shareholders the opportunity to purchase further Shares in Novogen.
The SPP is entirely voluntary and will enable Eligible Shareholders, regardless of the number of shares they hold in Novogen on the Record Date, to
participate up to a maximum subscription of $15,000 per Eligible Shareholder (88,235 Shares). Eligible Shareholders can subscribe in increments of $500 for a minimum parcel of $1,000 and up to the maximum of $15,000.
All new Shares issued under the SPP will rank equally with existing ordinary shares in the Company.
Use of funds
The SPP will provide funds
to Novogen:
|
(a)
|
as a priority, to enable it to commit to contractual obligations concerning the CS-6 pre-clinical program as a prelude to its clinical evaluation as a treatment for
glioblastoma multiforme and later stage ovarian cancer;
|
|
(b)
|
as a secondary priority, to enable it to conduct other studies intended to identify other potential clinical options for CS-6, as well as creating a pipeline of other
potential drug candidates; and
|
|
(c)
|
to provide working capital to maintain a viable publicly-listed Company.
|
Risks
Your directors encourage your continued support of the Company. Before making an
investment decision, however, you should read the terms of the SPP Offer and the Plan Rules accompanying this letter in their entirety. An investment in Novogen is speculative. Risk factors associated with an investment in Novogen include:
|
(a)
|
the price of the new shares may be influenced by factors beyond the control of Novogen, such as the share market and general economic conditions;
|
5
|
(b)
|
an inability to obtain required approvals;
|
|
(c)
|
an inability to successfully complete and commercialise its intellectual property;
|
|
(d)
|
an inability to attract and retain strategic partners;
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|
(e)
|
the timing and cost of regulatory approvals;
|
|
(f)
|
an inability to adequately protect intellectual property; and
|
|
(g)
|
competition from companies which have potentially greater access to funding.
|
If you have any questions about participating in the SPP, you should consult your stockbroker, accountant, professional adviser or contact our share registry whose details are:
Computershare Investor Services Pty Limited at any time between 8.30am to 5. 00pm (Sydney time) Monday to Friday on 1300 855 080 (within Australia) or
+61 3 9415 4000 (outside Australia).
Please refer to the accompanying Novogen Share Purchase Plan Offer and Rules booklet for further details
of the Offer.
Yours faithfully
Professor Graham Kelly
Executive Chairman
For further information contact:
Graham Kelly
Executive Chairman
Novogen Ltd
Telephone: 0459 200 095
Email: Graham.Kelly@novogen.com
Website:
www.novogen.com
About Novogen Ltd
:
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.
6
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.
Safe harbour statement
Certain
statements made in this document and material referred to in this document that use the words “estimate”, “project”, “intend”, “expect”, “believe” and similar expressions are intended to identify
forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (U.S.). These forward looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or
achievements of the company to be materially different from those which may be expressed or implied by these statements. These statements are based on our management’s current expectations and are subject to a number of uncertainties that could
change the results described in the forward-looking statements.
Investors should be aware that there are no assurances that results will not
differ from those projected.
7
The Offer
Novogen is pleased to provide Eligible
Shareholders with the opportunity to participate in the Novogen Share Purchase Plan (the
Plan
or
SPP
).
Key features of the
Offer
|
•
|
|
Ordinary shares in the Company (Shares) are offered at $0.17 per share representing approximately a 20% discount to the average market price calculated
over the last 5 days on which sales in the Shares were recorded before the SPP was announced on 17 April 2013.
|
|
•
|
|
There are no transaction costs to participants.
|
Eligible Shareholders
The SPP will be available to persons who are registered as
shareholders at 7.00 pm (Sydney time) on 16 April 2013 (
Record Date
), and have a registered address in Australia and New Zealand (
Eligible Shareholders
). Instructions on how to apply for a share allocation and key terms of the
Offer are contained in the accompanying SPP documentation. The SPP, including eligibility, is subject to the more detailed Plan Rules which prevail to the extent of any inconsistency
Opening and Closing Dates
The offer opens on
23 April 2013
and closes at
5.00pm on 14 May 2013
.
Capital raising program
The Company has sent to shareholders a notice of meeting relating to a proposed general meeting on 19 April 2013. At that meeting, a number of resolutions will be proposed, including the approval to
raise additional capital, if required.
The Directors have decided to raise in the short term funds from this SPP and a placement of $2.5
million (at 16.6 cents per Share) announced by the Company on 12 April 2013. The placement is subject to approval at the general meeting of Novogen at 19 April 2013 and was managed by Patersons Securities Pty Limited. The shareholder
approval is needed to ensure compliance with Listing Rule 7.1. Shareholder approval is not required for the SPP.
When the proceeds of the
placement and this SPP are received, the Directors will look at the funding needs of the Company and decide whether any additional funds are required at this stage. If the Directors do decide that additional funds are required, they do not
believe that, including the proceeds of the placement and the SPP, Novogen would need to raise more than $10 million.
Company highlights
The Company on 3 April 2013 released another announcement which relates to encouraging results from a follow up study conducted which
showed that the experimental anti-cancer drug, CS-6, was highly cytotoxic in the laboratory against ovarian cancel stem cells.
8
To see this announcement and others, you are encouraged to review the Company’s announcements and its
website -
www.novogen.com
.
SPP Details
The SPP is intended to give existing shareholders the opportunity to purchase further Shares in Novogen.
The SPP is entirely voluntary and will enable Eligible Shareholders, regardless of the number of shares they hold in Novogen on the Record Date, to participate up to a maximum subscription of $15,000 per
Eligible Shareholder (88,235 Shares). Eligible Shareholders can subscribe for a minimum parcel of $1,000 and up to the maximum of $15,000.
All new Shares issued under the SPP will rank equally with existing ordinary shares in the Company.
Use of funds
The SPP will provide funds
to Novogen:
|
(a)
|
as a priority, to enable it to commit to contractual obligations concerning the CS-6 pre-clinical program as a prelude to its clinical evaluation as a treatment for
glioblastoma multiforme and later stage ovarian cancer;
|
|
(b)
|
as a secondary priority, to enable it to conduct other studies intended to identify other potential clinical options for CS-6, as well as creating a pipeline of other
potential drug candidates; and
|
|
(c)
|
to provide working capital to maintain a viable publicly-listed Company.
|
If you have any questions relating to the Company’s operations please feel free to contact Graham Kelly, the Executive Chairman on 0459 200 095.
Full details of the SPP and how to participate in it are set out in this booklet, the Plan Rules and the Application Form. Novogen encourages you to read
these documents carefully. The Offer does not take into account the individual objectives, financial situation or particular needs of shareholders. The directors of the Company recommend you obtain independent financial and taxation advice before
making a decision as to whether or not you participate in the SPP.
Enquiries
If you have any questions in relation to the SPP or how to complete the Application Form, please call Novogen’s share registry, Computershare Investor Services Pty Limited at any time between 8.30am
to 5. 00pm (Sydney time) Monday to Friday on 1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia).
9
Important Dates
|
|
|
|
|
|
|
Record Date
|
|
Tuesday 16 April 2013 (7.00pm Sydney time)
|
|
Date for deciding Eligible Shareholders
|
|
|
|
|
|
Announcement Date
|
|
Wednesday 17 April 2013
|
|
SPP is announced to the market
|
|
|
|
|
|
Opening Date
|
|
Tuesday 23 April 2013
|
|
SPP opens
|
|
|
|
|
|
Closing Date
|
|
Tuesday 14 May 2013
|
|
SPP closes at 5.00pm (Sydney time)
|
|
|
|
|
|
Allotment Date
|
|
Tuesday 21 May 2013
|
|
Allotment of Shares to be issued under SPP
|
|
|
|
|
|
Despatch Date
|
|
Wednesday 22 May 2013
|
|
Confirmation of transaction despatched to shareholders
|
|
|
|
|
|
Quotation Date
|
|
Wednesday 22 May 2013
|
|
Date on which Novogen shares are expected to be traded on ASX
|
Note: Dates are indicative only and Novogen retains the right to vary these dates without advance notice.
Key Offer details
|
|
|
|
|
Issue Price
|
|
$0.17 per Share
|
|
|
|
|
Minimum Application Amount
$1,000
|
|
Minimum investment amount per Eligible Shareholder under the SPP
|
|
|
|
|
Maximum Application Amount
$15,000
|
|
Maximum investment amount per Eligible Shareholder under the SPP
|
Note: Amounts are stated in Australian dollars ($AUD).
The SPP is conducted in accordance with ASX Listing Rule 7.2, (Exception 15) and accordingly does not require shareholder approval.
ASIC Relief
This offer of Shares under the SPP is made in Australia in accordance with
ASIC Class Order 09/425.
This offer of Shares under the SPP is made in New Zealand in accordance with the New Zealand Securities Act
(Overseas Companies) Exemption Notice 2002.
Important Notice
These materials do not constitute an offer of securities for sale in any place outside Australia or New Zealand. This Offer is only made to eligible Novogen shareholders who, as at the Record Date, are
registered shareholders with a registered address in Australia or New Zealand.
10
This Offer is not valid in any place where, or to any person whom, it would not be lawful to make the Offer.
Directors of Novogen who are Eligible Shareholders, reserve the right to participate in the SPP.
The SPP may be varied, suspended or terminated by the Board at any time at the Board’s absolute discretion without advance notice. Neither the
Company nor the Board accepts or assumes any liability to shareholders because of variation, suspension or termination of the SPP.
The
circumstances of each Eligible Shareholder may differ, so any Eligible Shareholders wanting to participate in the SPP should obtain independent advice about the taxation consequences of an investment under the SPP.
Novogen reserves the right to refuse any application made, for example, if a cheque is returned unpaid or if the Application Form has not been properly
completed, or where there are grounds for believing that the applicant is not acting in good faith or if holdings have been split into smaller parcels for the purpose of multiple applications under the SPP. Application Forms received after the
Closing Date will not be accepted.
11
Questions and Answers
Note: Capitalised terms are defined in the Share
Purchase Plan Rules.
What is the Share Purchase Plan?
The Share Purchase Plan (
SPP
) being offered by Novogen gives Eligible Shareholders the opportunity to subscribe up to $15,000 for Shares in the Company (without incurring brokerage and transaction
costs). The offer opens on 23 April 2013 and closes on 14 May 2013.
The SPP will be offered under the Plan Rules (contained in this
SPP booklet) which contain the terms, as well as some important definitions.
Shares issued under the SPP will rank equally in every respect
with existing Shares and will be eligible to participate in all dividends paid after the Allotment Date and will carry the same voting rights and other entitlements as existing Shares.
The SPP is intended to give existing shareholders the opportunity to purchase further Shares in the Company at a discount.
How much will Novogen raise under the SPP?
Novogen will raise up to approximately $5.8
million under the SPP, subject to Scaleback as explained below or any other restrictions under Listing Rules 7.1, 7.1A and 7.2 (Exception 15). Novogen will decide the final amount raised under the SPP, subject to the Listing Rules and if necessary,
to Scaleback applications under the SPP to the extent and in the manner that it thinks appropriate. See below for further details about Scaleback of applications.
Is the SPP underwritten?
No.
How much money is Novogen planning to raise in the short term?
The Directors have decided
to raise in the short term funds from this SPP and a placement of $2.5 million (at 16.6 cents per Share) announced by the Company on 12 April 2013. The placement is subject to approval at the general meeting of Novogen at 19 April 2013 and
was managed by Patersons Securities Pty Limited. The shareholder approval is needed to ensure compliance with Listing Rule 7.1. Shareholder approval is not required for the SPP.
When the proceeds of the placement and this SPP are received, the Directors will look at the funding needs of the Company and decide whether any additional funds are required at this stage. If the
Directors do decide that additional funds are required, they do not believe that, including the proceeds of the placement and the SPP, Novogen would need to raise more than $10 million.
12
Will the directors participate in the SPP?
Directors and senior management are able to participate in the SPP. All directors hold a relevant interest in Shares in Novogen and all directors have indicated their intention to participate fully or
partially in the SPP.
Am I an Eligible Shareholder?
All Novogen shareholders at the Record Date (
7 pm Sydney time 16 April 2013
), having a registered address in Australia and New Zealand, are eligible to participate in the SPP. Directors and
senior management who are Eligible Shareholders are able to participate in the SPP.
The Company is not making this Offer to shareholders in
countries outside Australia or New Zealand.
Are Eligible Shareholders obliged to participate in the SPP?
No. Participation in the SPP is optional.
How much can I invest under the SPP?
Up
to $15,000 for Shares. Based on an issue price of $0.17 per Share, Eligible Shareholders may apply for a maximum of 88,235 Shares.
Minimum
subscription
The minimum subscription is $1,000.
What is the Issue Price?
The Issue Price is $0.17 per Share.
This is less than the market price of the Shares at any time in the 5 day period prior to the date of the announcement of the Offer. It also represents
approximately (but no more than) a 20% discount to the volume weighted average market price (
VWAP
) of the Shares for the five trading days prior to the announcement of the SPP on 17 April 2013.
The Issue Price does not exceed the limit prescribed by Listing Rule 7.2 (Exception 15) and Class Order CO 09/425 (
Class Order
).
What risks are associated with investing under the SPP?
The market price for the Company’s Shares may change between the Announcement Date and the Allotment Date. If the market price of Shares on the Allotment Date falls below the Issue Price, you may be
financially disadvantaged by purchasing Shares under the SPP in that you may have acquired Shares for more than market value at the time of issue. Eligible Shareholders wanting to participate in the SPP should obtain independent professional advice
about the taxation consequences of an investment under the SPP.
An investment in Novogen is speculative.
13
Before making an investment decision, you should read the terms of the Offer set out in the accompanying
offer letter and the terms of the Offer contained in the Plan Rules. The risks associated with an investment in Novogen Ltd include:
|
(a)
|
the price of the Shares may be influenced by factors beyond the control of Novogen;
|
|
(b)
|
an inability to obtain approvals for future clinical trials;
|
|
(c)
|
failure to meet clinical trial objectives or adverse events occurring during clinical trials;
|
|
(d)
|
an inability to successfully complete clinical trials and commercialise its intellectual property;
|
|
(e)
|
inability to attract and retain strategic partners;
|
|
(f)
|
timing and cost of regulatory approvals;
|
|
(g)
|
inability to adequately protect intellectual property;
|
|
(h)
|
competition from companies which have potentially greater access to funds; and
|
|
(i)
|
inability to raise future funds.
|
Can I sell
immediately sell Shares I purchased under the SPP?
Yes. The Shares are expected to be allotted on Tuesday 21 May 2013.
The Company will apply for quotation on the Quotation Date of all Shares issued under the SPP on the Official List following the processing of those
Applications received from Eligible Shareholders by the Closing Date.
How do I apply for Shares under the SPP?
Eligible Shareholders can subscribe for Shares under the SPP in one of two ways, depending upon whether payment is to be made by cheque or by BPAY. All
payments must be in Australian dollars.
For payment by BPAY
Eligible Shareholders who wish to pay by BPAY, must follow the instructions on the Application Form. Payment must be received before
5.00pm (Sydney time) on the Closing Date. If you pay by BPAY, there is no need to return the Application Form.
14
For payment by cheque
If you wish to pay by cheque, complete the personalised Application Form enclosed with this SPP booklet and return it with a cheque in
payment of the Application Amount before 5.00pm (Sydney time) on the Closing Date to:
Novogen Ltd
Computershare Investor Services Pty Limited
GPO Box 505
Melbourne VIC 3001
Your cheque, bank cheque or bank draft must be paid in Australian currency and be drawn on an Australian branch of an Australian financial
institution.
You must ensure that your cheque account has sufficient funds to cover your payment, as your cheque will be
presented for payment on receipt. If your bank dishonours your cheque your application will be rejected. We will not represent any dishonoured cheques.
What is the subscription amount and how many Shares will I receive?
Based on the Issue
Price, if you subscribe $1,000 (the minimum), you will receive 5,883 Shares and if you subscribe $15,000 (the maximum), you will receive 88,236 Shares.
You can only subscribe in increments of shares worth $500. You can use the table below to know how many Shares you will obtain. As an example:
|
|
|
|
|
Subscription amount
|
|
Number of Shares (rounded up)
|
|
$15,000
|
|
88,236
|
|
$14,500
|
|
85,295
|
|
$14,000
|
|
82,353
|
|
$13,500
|
|
79,412
|
|
$13,000
|
|
76,471
|
|
$12,500
|
|
73,530
|
|
$12,000
|
|
70,589
|
|
$11,500
|
|
67,648
|
|
$11,000
|
|
64,706
|
|
$10,500
|
|
61,765
|
|
$10,000
|
|
58,824
|
|
$9,500
|
|
55,883
|
|
$9,000
|
|
52,942
|
|
$8,500
|
|
50,000
|
|
$8,000
|
|
47,059
|
|
$7,500
|
|
44,118
|
|
$7,000
|
|
41,177
|
|
$6,500
|
|
38,236
|
|
$6,000
|
|
35,295
|
|
$5,500
|
|
32,353
|
|
$5,000
|
|
29,412
|
|
$4,500
|
|
26,471
|
|
$4,000
|
|
23,530
|
|
$3,500
|
|
20,589
|
|
$3,000
|
|
17,648
|
|
$2,500
|
|
14,706
|
|
$2,000
|
|
11,765
|
|
$1,500
|
|
8,824
|
|
$1,000
|
|
5,883
|
15
The Company may, in its absolute discretion, undertake a Scaleback, including for the purpose of complying
with Listing Rule 7.2 (Exception 15) so that not more than 30% of the number of Shares already on issue are issued under the SPP. See below for further details.
If the parcel of Shares does not equal a whole number of Shares, the value of Shares issued to you will be rounded down to the nearest Share.
What is a Scaleback?
A Scaleback is a reduction in the allotments of Shares under the SPP
(compared to the parcels applied for) that Novogen may undertake if it receives applications under the SPP for more shares than it wishes to issue.
Factors that Novogen may take into account in deciding any Scaleback include the amount applied for by each Shareholder under the SPP, the number of Shares held at the Record Date and whether the
Shareholder remains on the register on the Closing Date.
If Novogen undertakes a Scaleback, you will receive the number of Shares decided by
Novogen in its absolute discretion which may be less than the parcel of Shares for which you applied. If you are scaled back, the difference between the application money received, and the number of Shares allocated to you multiplied by the Issue
Price, will be refunded to you by direct credit (to your nominated account as recorded on Novogen’s Share Register) or by cheque, as soon as practicable, without interest. Amounts less than $2.00 are not practical to refund and will be retained
by the Company.
Scaleback decisions are made by the Board and are final.
Listing Rule compliance
Under Listing Rule 7.1, the Company must not issue, in a 12 month
period, more than 15% of the number of shares on issue at the commencement of that 12 month period, without shareholder approval. Listing Rule 7.2 (Exception 15) provides an exception for offers to Eligible Shareholders under a Share Purchase Plan
and increases this limit to 30%. Novogen in its discretion may issue up to 30% under the SPP.
What if I receive more than one Application
Form?
If you receive more than one Application Form or if you hold Shares in more than one capacity, for example, if you are both a sole
and a joint holder of Shares, the maximum amount you may apply to Invest under the SPP in any 12 month period is $15,000. This limitation is imposed by the Australian Securities and Investments Commission (
ASIC
).
16
Single holders
If you are the only registered holder of a holding of Shares but you receive more than one offer under the SPP, the maximum amount you may subscribe under this SPP is $15,000.
Joint holders
If you are a joint holder
of a holding of Shares, that joint holding is considered to be a single registered holding for the purpose of the SPP and the joint holders are entitled to participate in the SPP for that single holding only. If the same joint holders receive more
than one offer under the SPP, the maximum aggregate amount the joint holders may subscribe under this SPP is $15,000.
Custodians
You may apply for a maximum amount of $15,000 of New Shares for each participating beneficiary, provided that you complete the Application
Form and a Custodian Certificate, and submit them together with the Application Payment to the Share Registry before the Closing Date.
Please
contact the Share Registry to obtain the form of the Custodian Certificate which you are required to submit.
Novogen reserves the right to
reject applications where it appears that the applicant is subscribing more than $15,000 of Shares per beneficiary or for all Custodian holdings if beneficiaries are not named on the Share Register.
Will the Offer be available again?
The
SPP is intended to be a one off offer to Eligible Shareholders, giving them an opportunity to purchase additional Shares without transaction costs or brokerage. However, the Board retains the right to make similar offers under future Share Purchase
Plans. Only one Share Purchase Plan may be offered in any 12 month period.
Contact details
If you have any further queries about the SPP, please contact the Share Registry on 1300 855 080 (within Australia) and +61 3 9415 4000 (outside
Australia).
For further information contact:
Graham Kelly, Chief Executive Officer
Novogen Ltd
Telephone: 0459 200 095
Email:
Graham.Kelly@novogen.com
Website:
www.novogen.com
Applications and payment must be received before 5.00pm (Sydney time) on Tuesday 14 May 2013.
17
Share Purchase Plan Rules
|
1.
|
Definitions and interpretations
|
Definitions:
In these rules:
Announcement Date
means the date on which the SPP is announced to the market on ASX, as set out above in the table under the
heading
Important Dates
.
Allotment Date
means the date on which the Shares to be issued under the SPP are
allotted, as set out above in the table under the heading
Important Dates
.
Allotment Notice
means a notice sent
to Shareholders confirming allotment of Shares issued under the SPP.
Application
means an application for Shares under
this SPP.
Application Amount
means the amount nominated by an Eligible Shareholder on an Application Form for the
subscription of Shares under the Offer having regard to the Minimum Application Amount and Maximum Application Amount.
Application Form
means a personalised application form in which Eligible Shareholders may apply for Shares under the SPP.
ASIC
means the Australian Securities and Investments Commission.
ASX
means ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the case requires).
Board
means the board of directors of Novogen.
Company or Novogen
means Novogen Ltd ACN 063 259 754.
Constitution
means the constitution of Novogen.
Class Order
means ASIC Class Order 09/425.
Closing Date
means the closing date for the SPP as set out above in the table under the heading
Important Dates
.
Custodian
has the definition given to that term under the Class Order. See rule 5.3 below.
Despatch Date
means the date on which Allotment Notices will be sent to shareholders as set out above in the table under the
heading
Important Dates
.
Eligible Shareholder
means a shareholder in Novogen at the Record Date with a
Registered Address in Australia or New Zealand.
18
IDPS-like scheme
has the meaning given by Class Order CO 02/296 or anf class orfer
that replaces that class order.
Issue Price
means $0.17 per Share.
Listing Rules
means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the
Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.
Minimum Application Amount
means $1,000.
Maximum Application Amount
means $15,000.
Offer
means the offer of
Shares under the SPP on the terms set out in these rules.
Official List
means the official list for quotation on ASX.
Opening Date
means the date on which the SPP opens as set out above in the table under the heading
Important
Dates
.
Participating Beneficiary
has the meaning given in rule 5.1.
Plan Rules
means these rules.
Plan or SPP
means the Novogen Share Purchase Plan.
Quotation Date
means the date on which Shares are expected to be traded on the Official List as set out above in the table under the heading
Important Dates
.
Record Date
means the date for deciding who will be an Eligible Shareholder as set out above in the table under the heading
Important Dates
.
Registered Address
means the address of an Eligible Shareholder as shown in the Share Register.
Scaleback
means a reduction in the number of Shares allotted to Eligible Shareholders who lodge an Application.
Share Register
means the register of all shareholders of Novogen maintained by the Share Registry.
Share Registry
means Computershare Investor Services Pty Limited, Level 4, 60 Carrington Street, Sydney NSW 2000.
Share
means a fully paid ordinary share in Novogen.
Interpretation
In this document:
|
(a)
|
a reference to a rule is a reference to a rule under this SPP;
|
19
|
(b)
|
if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
|
|
(c)
|
a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it
comprises a separate legal entity;
|
|
(d)
|
a reference to “$” or “dollars” means Australian dollars.
|
|
|
2.1
|
This Offer is dated and taken to be made on the Announcement Date.
|
|
|
2.2
|
Applications may be made on and from the Opening Date.
|
|
|
2.3
|
Only Eligible Shareholders may participate in the SPP.
|
|
|
2.4
|
This Offer closes on the Closing Date and all Application Forms and payments of the Application Amounts must be received by the Share Registry before the Closing Date.
|
|
|
2.5
|
Shares will be allotted on or about the Allotment Date.
|
|
|
2.6
|
Any Scaleback will be announced on the Allotment Date. Allotment Notices (and any refund cheques in payment of any Scaleback amount) will be despatched on or about the
Despatch Date.
|
|
|
2.7
|
Trading of Shares issued under the SPP on ASX will begin on the Quotation Date.
|
|
|
2.8
|
Novogen may change, at any time, any of the dates in rules 2.1 to 2.7, regardless of whether the Offer has opened or Applications have been received.
|
|
|
3.1
|
This Offer of new Shares under the SPP is made under ASIC Class Order 09/425 (
Class Order
). This Class Order grants relief from the requirement to prepare a
prospectus for the Offer of new Shares under the SPP.
|
|
|
3.2
|
Subject to Listing Rule 7.2 (Exception 15), the Class Order permits Novogen to issue up to $15,000 worth of Shares to each Shareholder, without an offer document, and
for all directors of Novogen to participate in the SPP.
|
|
|
3.3
|
This Offer of new Shares under the SPP is made in accordance with the New Zealand Securities Act (Overseas Companies) Exemption Notice 2002.
|
20
|
4.
|
Participation in the SPP
|
|
|
4.1
|
Participation in the SPP is subject to these rules. The Offer made under this SPP is made only to Eligible Shareholders.
|
|
|
4.2
|
This Offer is non-renounceable.
|
|
|
4.3
|
The Board may refuse to accept or may suspend or withdraw any Application if that Application might:
|
|
|
(a)
|
prejudice the effective operation of the SPP; or
|
|
|
(b)
|
give rise to breaches of applicable laws by Novogen or its officers or by the Eligible Shareholders or their associates,
|
and may reject any Application if it has reason to believe that the Eligible Shareholder concerned may not be acting in good faith.
|
|
4.4
|
It is the responsibility of each Eligible Shareholder to obtain any necessary approvals to enable them to participate in the SPP.
|
|
|
4.5
|
The Directors who are Eligible Shareholders may participate in the SPP.
|
|
|
4.6
|
The Directors may refuse an Application where an Eligible Shareholder has, in the opinion of the Directors, split a shareholding, or acquired Shares as part of a split
of a shareholding, in order to attempt to increase the number of Shares that may be allotted under the SPP to that Eligible Shareholder or another person.
|
|
5.
|
Custodian Certification
|
|
|
5.1
|
If on the Record Date you are a custodian within the definition of “custodian” in ASIC Class Order 09/425 (“
Custodian
”) and hold Shares on
behalf of one or more persons (each a “
Participating Beneficiary
”), you may apply for up to a maximum of $15,000 worth of Shares for each Participating Beneficiary, subject to providing a notice in writing to the Company on
application for Shares pursuant to the Offer certifying the following:
|
|
|
(a)
|
either or both of the following:
|
|
|
(i)
|
that the Custodian holds Shares on behalf of one or more of the other Participating Beneficiaries that are not Custodians; and
|
|
|
(ii)
|
that another Custodian (“
Downstream Custodian
”) holds beneficial interests in Shares on behalf of one or more Participating Beneficiaries, and the
Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian,
|
on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons:
|
|
(iii)
|
where clause 5(a)(i) applies - the Custodian; and
|
21
|
|
(iv)
|
where clause 5(a)(ii) applies — the Downstream Custodian,
|
to apply for Shares on their behalf under the Plan;
|
|
(b)
|
the number of Participating Beneficiaries;
|
|
|
(c)
|
the name and address of each Participating Beneficiary;
|
|
|
(d)
|
in respect of each Participating Beneficiary:
|
|
|
(i)
|
where clause 5(a)(i) applies, the number of Shares that the Custodian holds on their behalf; and
|
|
|
(ii)
|
where clause 5(a)(ii), the number of Shares to which the beneficial interests relate applies;
|
|
|
(e)
|
in respect of each Participating Beneficiary:
|
|
|
(i)
|
where clause 5(a)(i) applies, the number or the dollar amount of Shares they instructed the Custodian to apply for on their behalf; and
|
|
|
(ii)
|
where clause 5(a)(ii) applies, the number or the dollar amount of Shares they instructed the Downstream Custodian to apply for on their behalf;
|
|
|
(f)
|
there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $15,000:
|
|
|
(i)
|
the Shares applied for by the Custodian on their behalf under the Plan in accordance with the instructions in clause 5(e); and
|
|
|
(ii)
|
any other Shares issued to the Custodian in the 12 months before the application under the Plan as a result of an instruction given by them to the Custodian or
Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Plan;
|
|
|
(g)
|
that a copy of the written Offer document was given to each Participating Beneficiary; and
|
|
|
(h)
|
where clause 5(a)(ii) applies, the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each
Participating Beneficiary.
|
|
|
5.2
|
In providing a certificate under this clause 5, the Custodian may rely on information provided to it by the Participating Beneficiary and any Custodian who holds
beneficial interests in the Shares held by the Custodian,
|
|
|
5.3
|
For the purpose of ASIC Class Order 09/425, you are a Custodian if you are registered holder of Shares that:
|
|
|
(a)
|
holds an Australian financial services licence that:
|
|
|
(i)
|
covers the provision of a custodial or depositary service (as these terms are defined in section 766E of the Corporations Act); or
|
22
|
|
(ii)
|
includes a condition requiring the holder to comply with the requirements of ASIC Class Order 02/294; or
|
|
|
(b)
|
is exempt from the requirement to hold an Australian financial services licence for the provision of a custodial or depositary service under;
|
|
|
(i)
|
paragraph 7.6.01(l)(k) of the Corporations Regulations 2001 (Cth); or
|
|
|
(ii)
|
ASIC Class Order 05/1270 to the extent that it relates to ASIC Class Order 03/184; or
|
|
|
(iii)
|
paragraph 911A(2)(h) of the Corporations Act; or
|
|
|
(i)
|
self-managed superannuation fund; or
|
|
|
(ii)
|
superannuation master trust; or
|
|
|
(d)
|
is the responsible entity of an IDPS-like scheme; or
|
|
|
(e)
|
is the registered holder of Shares and is noted on the register of members of the body or scheme (as the case may be) as holding the Shares on account of another
person.
|
|
5.4
|
If you hold Shares as a trustee or nominee for another person, but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner
described above. In this case, the rules for multiple single holdings apply.
|
|
6.
|
Application to participate
|
|
|
6.1
|
An Eligible Shareholder may apply to Novogen to participate in the SPP by completing and signing an Application Form and returning it to the Share Registry with a
cheque for payment of the Application Amount, before the Closing Date or by making a payment by BPAY before the Closing Date following the instructions on the Application Form. If payment is made by BPAY there is no requirement to complete and
return the application form. Your BPAY reference number identifies you to the Share Registry who will process your BPAY share application.
|
|
|
6.2
|
Applications must specify the Application Amount in Australian dollars, for the number of Shares applied for at the Issue Price (being not less than $1,000 and not more
than $15,000) and be accompanied by a cheque in payment of this amount unless payment is made by BPAY.
|
|
|
6.3
|
By making an Application, each Eligible Shareholder certifies that the aggregate of the Application Amount for:
|
|
|
(a)
|
Shares under the SPP; and
|
|
|
(b)
|
any other Shares applied for by the Eligible Shareholder under the SPP or any similar arrangements in the 12 months prior to the Application, does not exceed $15,000.
|
23
|
|
6.4
|
Subject to rule 6.2 and 6.3, participation in the SPP may be full or partial.
|
|
|
6.5
|
Shares issued under the SPP will be issued at the Issue Price and allotted as fully paid.
|
|
|
6.6
|
The number of Shares issued pursuant to an Application will be calculated by dividing the Application Amount by the Issue Price, subject to any Scaleback.
|
|
|
6.7
|
In a Scaleback, the number of Shares issued for an Application may be subject to rounding in the discretion of the Directors or the Share Registry.
|
An
Eligible Shareholder who participates in the SPP will be treated as having:
|
(a)
|
confirmed, for all Shares applied for by him or her under the SPP, that he or she does not make the Application for any other person in circumstances which might
involve any breach of securities laws of any jurisdiction other than Australia;
|
|
(b)
|
agreed to be bound by the Constitution in respect of all the Shares Issued to them under the SPP; and
|
|
(c)
|
acknowledged that the Shares have not, and will not be, registered under the US Securities Act or the securities law of any state or other jurisdiction outside
Australia or New Zealand and accordingly, the Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act
and any other applicable securities laws.
|
|
8.
|
Shares issued under the SPP
|
|
|
8.1
|
Shares issued under the SPP will rank equally in all respects with existing Shares.
|
|
|
8.2
|
Shares issued to Eligible Shareholders under the SPP will be registered on the Share Register.
|
|
|
8.3
|
Novogen will promptly, following the Issue and allotment of Shares under the SPP:
|
|
|
(a)
|
apply to ASX for quotation of the Shares on ASX; and
|
|
|
(b)
|
send an Allotment Notice to each Eligible Shareholder to whom Shares are issued, at their Registered Address.
|
|
|
9.1
|
Subject to rule 9.2, no brokerage, commission or other transaction costs will be payable by an Eligible Shareholder in respect of Shares issued under the SPP.
|
24
|
|
9.2
|
In the event of a change in legislation so that at the date of any issue or allotment of Shares, stamp duty or any other tax or duty is payable on Shares issued under
the SPP, the amount of that stamp duty or other tax or duty must be paid by the Eligible Shareholder to whom the Shares are issued and, in respect of each of those Shares, included in the calculation of the Issue Price.
|
Participation in the SPP is voluntary. It is a matter for each Eligible Shareholder to decide whether or not they apply for Shares under
the SPP.
|
|
11.1
|
Novogen may, in its absolute discretion, undertake a Scaleback to the extent and in the manner it sees appropriate, including for the purpose of compliance with Listing
Rule 7.2, Exception 15.
|
|
|
11.2
|
If Novogen undertakes a Scaleback, the difference between the value of the Shares allotted and the Application Amount paid to the Company by the Eligible Shareholder
will be refunded by cheque and mailed to the Eligible Shareholder on the Despatch Date. Refunds of $2.00 and under will be retained by the Company.
|
|
12.
|
Applications and notices
|
|
|
12.1
|
Other than in relation to paying the Application Amount via BPAY, Applications and notices for the purposes of the SPP must be in writing in the form and lodged at the
place specified by Novogen or the Share Registry.
|
|
|
12.2
|
Applications and notices (other than notices of death, bankruptcy or liquidation) for Shares registered in joint names must be completed by all registered holders of
those Shares who wish to subscribe for Shares.
|
|
|
12.3
|
Applications and notices will take effect on and from the date on which they are received by the Share Registry, except for an Application to participate in the SPP
which is not effective until it has been accepted by the Board and the Application Amount is received.
|
|
|
(a)
|
accept and treat as valid an Application Form which does not satisfy the provisions of rule 12.1; and
|
|
|
(b)
|
reject and treat as invalid an Application Form where the Board decides acceptance of the Application Form would or might prejudice the effective operation of the SPP
or would or might otherwise be contrary to the laws of any country.
|
|
|
12.5
|
The Company has no obligation to correct or amend defective Application Forms on behalf of Eligible Shareholders.
|
25
|
13.
|
Board’s powers in the administration, variation, suspension or termination of the SPP
|
|
|
13.1
|
The SPP will be administered by the Board which has the power to:
|
|
|
(a)
|
decide appropriate procedures for administration and implementation of the SPP, consistent with the Plan Rules, and to settle any difficulty which may arise generally
or in a particular case, in regard to the SPP, as the Board thinks appropriate and its decision binds all shareholders and other persons to whom the decision relates;
|
|
|
(b)
|
resolve conclusively all questions of fact or interpretation in connection with the SPP; and
|
|
|
(c)
|
delegate to any one or more persons for a period and on the conditions it decides, its powers or discretions under the SPP, but not any powers under rule 13.4.
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13.2
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The Company and its officers and employees will not be held responsible or liable for any error or omission which occurs in the administration of the SPP.
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13.3
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The Board may vary administrative procedures to be followed in the implementation of the SPP. The procedures may be varied at any time by the Board having regard to ASX
or ASIC requirements.
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(a)
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at any time modify, vary or amend the SPP;
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(b)
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suspend the operation of the SPP from time to time for any period; or
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(c)
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terminate the SPP at any time without any need for giving advance notice to shareholders.
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Novogen makes
no representations or warranties about, and accepts no responsibility for, the liability of Eligible Shareholders to pay income tax in respect of any allotment or issue of Shares, payment or other transaction under this SPP.
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15.1
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Novogen may settle in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP,
whether generally or in relation to any participant or application, and the decision of Novogen will be conclusive and binding on all participants and other persons to whom the determination relates.
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15.2
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Novogen reserves the right to waive strict compliance with any provision of these rules. The powers of Novogen under these conditions may be exercised by the Board or
its delegate.
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26
This Offer
is governed by the law in force in New South Wales. By accepting this Offer, you submit to the non-exclusive jurisdiction of the courts of New South Wales.
27
17 April 2013
Dear Option holder
Share Purchase Plan – option holders’ participation
Novogen Ltd (ASX: NRT)
today announced its Share Purchase Plan (SPP), which gives eligible shareholders the opportunity to purchase up to $15,000 worth of Novogen’s ordinary shares without
incurring brokerage or transaction costs.
Only Australian and New Zealand investors who were recorded on the share register as shareholders
at 7.00pm on the record date of 16 April 2013 (
Record Date
) are entitled to participate in the SPP offer. The Record Date is specified in accordance with the ASX Listing Rules.
The SPP, including eligibility, is subject to the more detailed SPP rules which prevail to the extent of any inconsistency.
The holding of options does not confer a right to participate in the SPP.
If you have any
questions about your entitlement to participate in the SPP, please contact our share registry.
The share registry contact details are:
Computershare Investor Services Pty Limited
Level 4, 60 Carrington Street, Sydney NSW 2000
Tel: 1300 855 080 (within Australia) and +61 3
9415 4000 (outside Australia)
Novogen thanks you for your support of the Company.
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Yours faithfully
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/s/ Graham Kelly
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Graham Kelly
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Executive Chairman
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For further information contact:
Graham Kelly
Executive Chairman
Novogen Ltd
Telephone: 0459 200 095
1
Email: Graham.Kelly@novogen.com
Website:
www.novogen.com
About Novogen Ltd
:
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.
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.
More information
:
www.novogen.com
Safe harbour statement
Certain
statements made in this document and material referred to in this document that use the words “estimate”, “project”, “intend”, “expect”, “believe” and similar expressions are intended to identify
forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (U.S.). These forward looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or
achievements of the company to be materially different from those which may be expressed or implied by these statements. These statements are based on our management’s current expectations and are subject to a number of uncertainties that could
change the results described in the forward-looking statements.
Investors should be aware that there are no assurances that results will not
differ from those projected.
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