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BOTANIX PHARMACEUTICALS LTD Share Issue/Capital Change 2013

Apr 9, 2013

64551_rns_2013-04-09_77adaa10-8654-423a-a86f-24256a544c82.pdf

Share Issue/Capital Change

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ASX/MEDIA RELEASE

Share Issue

10 April 2013: Bone Medical Ltd (BNE: ASX), an international biopharmaceutical company focused on the development of important new medicines for the treatment of musculoskeletal diseases like arthritis, wishes to advise that it has issued and allotted 22,000,000 fully paid ordinary shares to La Jolla Cove Investors, Inc. following the conversion of A$22,000 of a convertible note with a face value of US$1,500,000 (pursuant to a convertible note facility of up to US$6,000,000).

An Appendix 3B reflecting the revised capital structure following the issue of the Shares has been released with this announcement.

- – ENDS

Enquiries: Dr Roger New Chairman Office: +44 207 794 1512

Peter Young CEO Mobile: +1 201 841 9681

Leon Ivory Director Mobile: +61 419 428 264

or visit: www.bonemedical.com

Registered Office: c/- Ledger Corporate, Level 3, 46 Ord Street, West Perth, WA, 6005 Ph: + 61 8 9468 0154 Fax: + 61 8 9322 4946

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About Bone Medical Limited

Bone Medical Limited is an international biopharmaceutical company focused on developing significant new products for the growing market in the treatment of bone disease, especially osteoporosis and arthritis. The Company’s product pipeline includes:

  • Phase II clinical-stage programs for the oral delivery of two wellestablished peptides which have historically been limited to nasal or injectable delivery

  • Capsitonin™(oral calcitonin)

    • Osteoporosis

    • Osteoarthritis

  • CaPTHymone™(oral parathyroid hormone) for osteoporosis

  • Novel, potential breakthrough preclinical-stage compounds

  • o BN006 selective, potential oral TNF-alpha down-regulator for rheumatoid arthritis (RA)

  • o BN007 collagen tolerance & joint protection agent for RA

  • o BN005 & BN008 bone cell regulation for osteoporosis

About La Jolla Cove Investors, Inc.

Founded in 1995, La Jolla Cove Investors, Inc. has entered into more than US$300 million in financing agreements with publicly traded companies. We seek to partner with businesses looking for capital and strategic advice to expand their current operations. Our expertise lies in creating flexible financial structures which enable a company to grow without impacting working capital needs.

Enquiries:

Travis W Huff Portfolio Manager Ph: +1 (415) 409-3232

or visit: www.ljcinvestors.com

Registered Office: c/- Ledger Corporate, Level 3, 46 Ord Street, West Perth, WA, 6005 Ph: + 61 8 9468 0154 Fax: + 61 8 9322 4946

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

BONE MEDICAL LIMITED ABN 70 009 109 755

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
2
Number of +securities issued or
to
be
issued
(if
known)
or
maximum number which may
be issued
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)		 Fully paid ordinary shares
22,000,000 Fully paid ordinary shares
As with other fully paid ordinary shares
  • See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

4
Do the +securities rank equally
in all respects from the date of
allotment with an existing +class
of quoted +securities?
If the additional securities do
not rank equally, please state:

the date from which they do

the
extent
to
which
they
participate
for
the
next
dividend, (in the case of a
trust,
distribution)
or
interest payment

the extent to which they do
not rank equally, other than
in
relation
to
the
next
dividend,
distribution
or
interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
6a
Is the entity an +eligible entity
that
has
obtained
security
holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the +securities the
subject of this Appendix 3B, and
comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
6c
Number
of
+securities
issued
without security holder approval
under rule 7.1		 Yes
$0.0010
Conversion of A$22,000 of convertible notes
with a face value of US$1,500,000 (pursuant
of a convertible note facility of up to
US$6,000,000).
Yes
29 November 2012
Nil
  • See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

6d
Number
of
+securities
issued
with security holder approval
under rule 7.1A
6e
Number
of
+securities
issued
with security holder approval
under
rule
7.3,
or
another
specific security holder approval
(specify date of meeting)
6f
Number
of
securities
issued
under an exception in rule 7.2
6g
If securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3?
Include the
issue
date
and
both
values.
Include the source of the VWAP
calculation.
6h
If securities were issued under
rule
7.1A
for
non-cash
consideration,
state
date
on
which
valuation
of
consideration was released to
ASX Market Announcements
6i
Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and
release
to
ASX
Market
Announcements
7
Dates
of
entering
+securities
into uncertificated holdings or
despatch of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
section 2 if applicable)		 Nil Nil
22,000,000
Fully
paid
ordinary
shares
(Pursuant to shareholder approval at the
general meeting held 7 March 2013)
Nil
N/A
N/A
Refer Annexure 1
10 April 2013
Number +Class
955,822,914 Fully paid ordinary
shares
  • See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)		 Number +Class
1,000,000
1,000,000
2,635,542
300,000
6,444,853
1,000,000
410,973
290,000
1
1		 Options expiring
1/3/2014
Exercise price $0.10
Options expiring
2/7/2015
Exercise price
$0.01328
Options expiring
2/7/2015
Exercise price $0.10
Options expiring
25/11/2013
Exercise price $0.40
Options expiring
8/7/2014
Exercise price $0.20
Options expiring
21/10/2014
Exercise price $0.05
Options expiring
6/6/2015
Exercise price $0.10
Options expiring
28/11/2015
Exercise price
$0.01328
Convertible Note
US$1,500,000
17/1/2011
Convertible Note
US$1,500,000
12/4/2012
The Company does not have a dividend
policy
  • See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

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		 N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

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?		 N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Despatch date

N/A N/A

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 7

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)
42
Number
and
+class
of
all
+securities
quoted
on
ASX
(including the securities in clause
38)		 N/A
N/A
N/A
N/A
Number +Class
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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.

Mark Clements Company Secretary 10 April 2013

  • See chapter 19 for defined terms.

Appendix 3B Page 9

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

Rule 7.1 – Issues exceeding 15% of capital Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insertnumber of fully paid ordinary
securities on issue 12 months before date
of issue or agreement to issue		 209,570,306
Addthe 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		 Nil
744,370,078
Nil
Subtractthe number of fully paid ordinary
securities cancelled during that 12 month
period		 Nil
“A” 953,940,384
  • See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 143,091,058
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insertnumber of equity securities issued or
agreed to be issued in that 12 month period
not counting_those issued:
•
Under an exception in rule 7.2
•
Under rule 7.1A
•
With security holder approval under rule
7.1 or rule 7.4
_Note:
•
This applies to equity securities, unless
specifically excluded – not just ordinary
securities
•
Include here (if applicable ) the
securities the subject of the Appendix
3B to which this form is annexed
•
It may be useful to set out issues of
securities on different dates as separate
line items		 2,172,530
“C” 2,172,530
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2		 143,091,058
Subtract“C”
Note: number must be same as shown in
Step 3		 2,172,530
Total[“A” x 0.15] – “C” 140,918,528
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Appendix 3B New issue announcement

Part 2

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----- Start of picture text -----

Rule 7.1A – Additional placement capacity for eligible entities
----- End of picture text -----

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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----- Start of picture text -----

“A” 953,940,384
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 95,394,038
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 Nil
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” Nil
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A		 Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2		 95,394,038
Subtract“E”
Note: number must be same as shown in
Step 3		 Nil
Total[“A” x 0.10] – “E” 95,394,038
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012

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