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HOLISTA COLLTECH LIMITED Proxy Solicitation & Information Statement 2006

Apr 12, 2006

65044_rns_2006-04-12_8a58c599-db25-41e1-ad83-bfc69fd759ee.pdf

Proxy Solicitation & Information Statement

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ABN 24 094 515 992

G/76 Kings Park Road West Perth, WA, 6005 PO Box 1264 West Perth, WA, 6872 Telephone +61 8 9426 3900 Facsimile +61 8 9426 3909

13 April 2006.

Dear Shareholder,

Notice of General Meeting of Members

CollTech is pleased to enclose a Notice of Meeting of Members to be held on 17 May 2006.

The purpose of the meeting is to approve the Grant of Options to our new Chairman, Mr Stephen Carter, as announced to the ASX on 16 March 2006. The Company will also provide a general update on its product development, production, and marketing and sales activities since its recent Investor Update in March 2006. A copy of the presentation will be released to the ASX before the meeting.

We look forward to your attendance at the meeting or receiving your proxy forms by facsimile or reply paid envelope by the closing date of 15 May 2006.

If you have any questions in respect to the Meeting Agenda please contact the undersigned on +618 9426 3900.

Yours sincerely, COLLTECH AUSTRALIA LIMITED

Mathew Whyte, Company Secretary.

COLLTECH AUSTRALIA LTD

ACN 094 515 992

NOTICE OF GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

Date of Meeting 17 May 2006

Time of Meeting 11.00am WST

Place of Meeting The Celtic Club Inc

48 Ord Street West Perth Western Australia

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The General Meeting of the Shareholders of CollTech Australia Ltd will be:

Held at The Celtic Club 48 Ord Street West Perth Western Australia Commencing at 11.00am (WST) on Wednesday, 17 May 2006

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 11.00am WST.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

  • deliver the proxy form to the Company's Share Registry, Computershare Investor Services Pty Ltd, Level 2, 45 St Georges Terrace, Perth, Western Australia on facsimile number (08) 9323 2033 (International: +61 8 9323 2033);
  • send the proxy form by facsimile to the Company on facsimile number (08) 9426 3909 (International: $\pm 61894263909$ ); or
  • deliver the proxy form to the registered office of the Company at Ground Floor, 76 Kings Park Road West Perth WA 6005 or mail to PO Box 1264, West Perth, WA 6872.

so that it is received not later than 11.00am (WST) on Monday, 15 May 2006.

Your proxy form is enclosed.

COLLTECH AUSTRALIA LIMITED ACN 094 515 992

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of the members of CollTech Australia Ltd ("Company") will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday, 17 May 2006 at 11am (WST) for the purpose of transacting the following business.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice of Meeting. Terms used in this Notice of Meeting have the meaning given to them in the glossary contained in the Explanatory Memorandum.

AGENDA

BUSINESS

Resolution 1 - Issue of Options to Non-executive Chairman, Stephen Carter

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rules 7.1 and 10.14 and section 208 of the Corporations Act and for all other purposes, the Company approves and authorises the grant, for no issue price, of 2,200,000 Options to Stephen Carter or his nominee, each option being exercisable at 10 cents and expiring 3 years from date of grant and otherwise granted in accordance with the terms and conditions set out in Annexure A to the Explanatory Memorandum accompanying this Notice of Meeting."

The Company will in accordance with Section 224 of the Corporations Act 2001 disregard any votes cast on Resolution 1 by Stephen Carter and any associates of Stephen Carter. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Stephen Carter or an associate of Stephen Carter.

Resolution 2 - Ratification of issue of Options to General Manager, Leearne Hinch

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.4 and all other purposes, the Company approves and ratifies the grant, for no issue price, of 650,000 Options to Leearne Hinch or her nominee, each option being exercisable at 10 cents and expiring on 31 March 2009, and otherwise granted in accordance with the terms and conditions set out in Annexure A to the Explanatory Memorandum accompanying this Notice of Meeting."

The Company will disregard any votes cast on Resolution 2 by any person who participated in the grant of Options or any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board

Mathew Whyte Company Secretary Dated: 6 April 2006

NOTES

  • $1.$ In accordance with Regulation 7.11.37 of the Corporations Regulations, the Directors have set a snapshot time and date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot time and date is 5.00 pm (WST) on Monday, 15 May 2006.
  • $2.$ A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the proxy instructions on that form.

COLLTECH AUSTRALIA LTD ACN 094 515 992

PROXY FORM

For the General Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Wednesday, 17 May 2006 at Ham WST.

CollTech Australia Ltd Ground Floor, 76 Kings Park Road WEST PERTH WA 6005 By Facsimile: (08) 9426 3909

I/We (name of shareholder)
of (address)
being a member/members of CollTech Australia Ltd hereby appoint:
$(\textit{name)}$
of (address)
and/or failing him (name) manufactured and contain an according to the failing him (name) manufactured and according to the failing him (name) manufactured and according to the state of the state of the state of the state
of (address) ……………………………………………………………………………………………
or failing that person then the CHAIRPERSON of the meeting as my/our proxy to vote for me/us and on my/our behalf at the

General Meeting of the Company to be held on Wednesday, 17 May 2006 at 11am WST and at any adjournment of the meeting.

Should you so desire to direct the Proxy how to vote, you should place a mark in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

For Against Abstain
Resolution 1 Issue of Options to Non-executive Chairman, Stephen Carter 1111111
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Resolution 2 Ratification of issue of Options to General Manager, Leearne Hinch .

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Resolution 1, please place a mark in this box.

By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he or she has an interest in the outcome of Resolution 1 and that votes cast by the Chair of the meeting for Resolution 1 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not east your votes on Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 1.

The Chairperson intends to vote any undirected proxies in favour of the Resolutions.

Dated:

2006

This Proxy is appointed to represent $\mathcal{N}_0$ of my voting right, or if 2 proxies are appointed Proxy 1 represents % and Proxy 2 represents __ % of my total votes $\overline{My}$ total voting right is _ shares

If the shareholder is an individual:

Signature:

Name:

If the shareholder is a company:

Affix common seal (if required by Constitution)

Director/Sole Director and Secretary

Director/Secretary

INSTRUCTIONS FOR APPOINTMENT OF PROXY

  • $11$ A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this General Meeting as the shareholder's proxy. A proxy need not be a shareholder of the Company.
  • $\overline{2}$ . Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the shareholder's voting rights. Fractions shall be disregarded.
  • $3.$ The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed under either the common seal of the corporation or under the hand of an officer of the Company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by at least one of the joint shareholders, personally or by a duly authorised attorney.
  • $4.$ If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.
  • To be effective, forms to appoint proxies must be received by the Company no later than 5. 48 hours before the time appointed for the holding of this General Meeting that is by 11am WST on Monday, 15 May 2006, by post or facsimile to the respective addresses stipulated in this proxy form:
  • $5.1$ the Company's Share Registry, Computershare Investor Services Pty Ltd, Level 2, 45 St Georges Terrace, Perth, Western Australia on facsimile number (08) 9323 2033 (International: +61 8 9323 2033);
  • $5.2$ the Company on facsimile number $(08)$ 9426 3909 (International: $\pm 61$ 8 9426 3909); or
  • 5.3 the registered office of the Company at Ground Floor, 76 Kings Park Road, West Perth, WA, 6005 or by mail to PO Box 1264, West Perth, WA 6872.
    1. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
  • $(a)$ the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
  • if the proxy has $2$ or more appointments that specify different ways to vote on the $(b)$ resolution, the proxy must not vote on a show of hands; and
  • if the proxy is Chairperson, the proxy must vote on a poll and must vote that way, $(c)$ and
  • if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the $(d)$ proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in anyway that the proxy sees fit.

$7.$ The Chairperson intends to vote any undirected proxies in favour of the resolutions.

COLLTECH AUSTRALIA LTD

ACN 094 515 992

EXPLANATORY MEMORANDUM

$\mathbf{I}$ . INTRODUCTION

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of General Meeting of the Company.

The directors of the Company recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Capitalised terms used in this Explanatory Memorandum are defined in the Glossary appearing at the end of this Explanatory Memorandum.

The following information should be noted in respect of the various matters contained in the accompanying Notice.

$2.$ RESOLUTION 1 - ISSUE OF OPTIONS TO NON-EXECUTIVE CHAIRMAN, STEPHEN CARTER

Introduction

As announced to ASX on 16 March 2006, the Company has appointed Mr Stephen Carter as its non-executive Chairman. The Company previously announced to the ASX on 23 December 2005, the appointment of Mr Stephen Carter as a Director effective from 31 December 2005.

The Company has agreed, subject to Shareholder approval, to issue to Mr Carter or his nominee, a total of 2,200,000 Options for no consideration. The Options will have an exercise price of 10 cents and will each expire three years from the date of grant. The 2,200,000 Options will be issued under the CollTech Australia Limited Employee Share Option Plan and in accordance with the terms set out in Annexure A to this Explanatory Memorandum. Resolution 1 seeks Shareholder approval for the allotment and issue of these Options.

In the event all the Options are exercised by Mr Carter, the amount of \$220,000 will be payable to the Company by Mr Carter.

The grant of the Options is designed to encourage Mr Carter to have a greater involvement in the achievement of the Company's objectives and to provide an incentive by participating in the future growth and prosperity of the Company through share ownership. Under the Company's current circumstances, it is considered that the incentives to Mr Carter represented by the issue of these Options are a cost effective and efficient reward and incentive for the Company, as opposed to alternative forms of incentive, such as the payment of additional cash compensation.

The Directors (other than Mr Carter) considered the issue of the 2,200,000 Options to be appropriate remuneration for Mr Carter in light of his skill, experience and reputation and when considered together with his director's fees and other remuneration (as detailed below). The Directors wish to ensure that the remuneration offered to Mr Carter is competitive with market standards. The Directors have generally reviewed a selection of comparable companies to determine market conditions generally and consider the proposed number of Options to be issued will ensure that Mr Carter's overall remuneration is in line with market standards.

Shareholders should note that for the reasons noted above, it is proposed to grant Options to a non-executive director notwithstanding Guideline 9.3 of the ASX Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations which provides that non-executive directors should not receive options.

Related Party Transactions

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

  • $(a)$ the giving of the financial benefit falls within one of the nominated exceptions to the provision; or
  • $(b)$ shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E, Mr Carter is a related party of the Company.

Resolution 1 provides for the issue of Options to Mr Carter which is a financial benefit for the purposes of Chapter 2E of the Corporations Act.

In accordance with section 219 of the Corporations Act, the following information is provided to shareholders:

The related party to whom the proposed resolution would permit the financial $(a)$ benefit to be given:

Mr Stephen Carter is the related party to whom the financial benefit will be given.

$(b)$ The nature of the financial benefit proposed to be given:

The nature of the financial benefit proposed to be given is the grant of the 2,200,000 Options for no consideration on the terms and conditions set out in Annexure A to this Explanatory Memorandum. Each Option will have an exercise price of 10 cents and will expire three years from date of grant.

$(c)$ Directors' recommendation:

Each of the Directors were available to make a recommendation.

Mr Carter declined to make a recommendation to Shareholders in respect of Resolution 1 as he has a material personal interest in the outcome of Resolution 1.

Dr Kluczewska and Dr Snowden (each of whom do not have an interest in Resolution 1) recommend that the Shareholders approve the issue of the Options under Resolution 1 to Mr Carter for the reasons outlined above.

  • Other information that is reasonably required by Shareholders to make a decision $(d)$ whether it is in the best interests of the Company to pass Resolution 1 that is known to the Company or any of its Directors:
  • $(i)$ The proposed Resolution would have the effect of giving power to the Directors to grant a total of 2,200,000 Options in the Company to Stephen Carter or his nominee for no issue price on the terms and conditions outlined in Annexure A to this Explanatory Memorandum. All of the Options expire three years from date of grant.
  • Subject to the absolute discretion of the Directors and the Listing Rules, if $(ii)$ Stephen Carter:
    • $\mathbf{A}$ . has been dismissed or removed from office for a reason which, in the reasonable opinion of the Board, entitles the Company to dismiss the person without notice;
    • $B.$ has committed, in the reasonable opinion of the Board, an act of fraud, defalcation or gross misconduct in relation to the affairs of the Company (whether or not charged with an offence); or
    • $\mathsf{C}$ . has, in the reasonable opinion of the Board, done an act which brings the Company into disrepute,

all Options held, will immediately lapse and all rights in respect of those Options will cease.

  • As at 31 March 2006, the issued capital of the Company comprised $(iii)$ 122,639,515 Shares and 14,310,000 Unlisted Options (including those Options referred to in Resolution 2). On a fully diluted basis assuming and all Options exercised, if all Options granted to Mr Carter as proposed above are exercised, the effect would be to dilute the share holding of existing Shareholders by 1.61%.
  • $(iv)$ The Options will not be quoted on ASX and as such have no actual market value. The market price of the Company's Shares during the term of the Options will normally determine whether or not the option holder exercises the Option. At the time any Options are exercised and Shares issued pursuant to the exercise of the Options, the Company's Shares may be trading on ASX at a price, which is higher than the exercise price of the Options.
  • The Company's advisers have valued the Options using the Black-Scholes $(v)$ Option Pricing Model ("BSModel"), having considered that it is an appropriate model for pricing the Options. Their assessment of the value of the Options has been prepared on the following assumptions:
Valuation Date 28 March 2006
Share price \$0.11
Exercise Price \$0.10
Risk Free
(Australian
Rate
Approx 5.31%
Treasury Bonds)
Volatility Between 50% to 100% with a
preferred range volatility of 75%
Time to expiry 3 years

The valuation also assumes that no dividends will be paid during this period.

The Share price is based on the closing price of CollTech Shares as at 28 March 2006.

The Company's advisers have valued the Options based on a volatility of between 50% and 100% with a preferred range volatility of 75%. They normally review the volatility of a company's share based on the prior years trading after taking into account such factors as change in management, changes in activities, significant announcements that have caused a re-rating upwards or downwards in a company's share price and general market conditions. In the case of CollTech, the Shares in the 12 months to 28 March 2006 traded in the range of 6.8 cents (10 January 2006) to 21.0 cents (29 March 2005) for a volatility of around 204% (from the low). It is noted that the Shares in the three and six months to 28 March 2006 traded in the 6.9 cents to 13.0 cents range for a volatility of around 88%. During the months leading up to 27 March 2006, CollTech made a number of announcements involving existing technologies with an emphasis on the commissioning of a new plant relating to Collie and the proposed commercial production and sales of OVICOLL/C. The later announcement on production and sales was only made on 16 March 2006. The shares for the period 13 January 2006 to the 16 March 2006 traded in the narrow range of 6.8 cents to 8.9 cents for a volatility of around 31%. The Shares rose, to trade between 11.0 cents and 13.0 cents post the 16 March 2006 announcement. Taking into account the last three months trades, the share price as at 28 March 2006 (in relation to recent trading in February/March) and general volatilities applying to the small cap biotech companies, the advisers considered a volatility factor of between 50% and 100% should be used in valuing the Options (for disclosure in this Notice of Meeting). A preferred volatility factor is 75%.

As the Options are "in the money" based on the closing price as at 28 March 2006, no discount have been applied for non negotiability $\ell$ non listed status of the Options.

Utilising the above assumptions, the Company's advisers have calculated the following present values of the Options:

Volatility Value
Present
per Total value of all
Option Options
At a volatility of $50\%$ $4.63$ cents \$101,860
At a volatility of 75% $6.04$ cents \$132,880
At a volatility of $100\%$ $7.27$ cents \$159,940

The future value of the Options may be up or down on the range of values noted above as it will primarily depend on the future price of a Share over the time to expiry of the Options. Any change in the variables applied in the BSModel between the date of the valuation and the date the Options are granted would have an impact on their value.

As at the date of this Notice, Mr Carter and his associates have relevant $(v1)$ interests in securities in the Company as follows:

Name of Holder Number of Shares Number of Options
Pearlcove Investments Pty 75,000 Nil
Ltd (Safeharbour Super Fund)

Mr Carter will be receiving the following additional remuneration for his $(vii)$ role as non-executive Chairman, inclusive of compulsory superannuation contributions in accordance with the Superannuation Guarantee legislation but excluding the value of the Options (which value is summarised in $\text{pargraph}(v)$ above):

Type of Remuneration Value in \$
Directors Fees

Other than as detailed above, Mr Carter receives no other remuneration for his role as non-executive Chairman.

(viii) The following table gives details of the highest, lowest and latest price of the Company's Shares trading on ASX over the last 12 months:

Security Highest
Price
Date of
highest
price
Lowest
Price
Date of
lowest.
price
Latest
Price on
5/04/06
Shares 17.5
cents
21/04/2005 6.8 cents 10/01/06 1 cents

$(ix)$ Under the requirements of the Australian Equivalents to IFRS the Company will be expensing the value of these Options in its statement of financial performance for the financial year ended 2006. Other than as disclosed in this Explanatory Memorandum, the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in granting the Options pursuant to Resolution 1.

Neither the Directors nor the Company are aware of any other information $(x)$ that would be reasonably required by shareholders to make a decision in relation to the financial benefits contemplated by the proposed Resolution $\mathbf{1}$ .

Listing Rule 10.14

The Options are to be issued pursuant to the CollTech Australia Ltd Employee Share Option Plan ("Plan"). The terms of the Plan were announced to the ASX on 24 February 2004.

Listing Rule 10.14 requires shareholders to approve the issue of Options to the Directors pursuant to the Plan. Listing Rule 10.14 broadly requires shareholders' approval by ordinary resolution to any issue by a listed company of securities to a related party under an employee incentive scheme. Accordingly, Listing Rule 10.14 requires shareholders to approve the issue of Options to Mr Carter.

Additional Information

For the purposes of Listing Rule 10.15, the following information is provided to Shareholders:

  • the Options will be granted to Mr Carter, a Director of the Company, or his (a) nominee;
  • (b) the maximum number of Options to be issued pursuant to Resolution 1 is 2,200,000;
  • the Options will be issued in accordance with the terms and conditions of $(c)$ the Options set out in Annexure A to this Explanatory Memorandum;
  • the Options will be granted for no consideration; $(d)$
  • $(e)$ no funds will be raised by the grant of the Options;
  • all Directors, or their permitted nominees, are entitled to participate in the $(f)$ Plan but for the purposes of Resolution 1 at this time the Company is only seeking to grant Options to Mr Carter;
  • $(g)$ no Directors, or their permitted nominees, have received any Options under the Plan, since the date shareholder approval was last obtained for the issue of Options to Directors under the Plan; and
  • $(h)$ the Options will be granted within 1 month of the date this Resolution is made.

$\overline{3}$ . RESOLUTION 2 - RATIFICATION OF PREVIOUS ISSUE OF OPTIONS

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period where the total number of securities to be issued exceeds 15% of the number of fully paid ordinary securities on issue 12 months before the date of issue, except with the prior approval of members of the company in general meeting of the terms and conditions of the proposed issue.

Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 at the time of issue and shareholders subsequently approve the issue.

Resolution 2 at the General Meeting seeks shareholder approval subsequently for the purpose of Listing Rule 7.4 to the issue of 650,000 Options on 31 March 2006 to Leearne Hinch, the general manager of the Company, at no cost. The Options were issued by way of employee incentives to Ms Hinch. The 650,000 Options have an exercise price of 10 cents each and an expiry date of 31 March 2009. A copy of the terms of the Options is attached as Annexure A to this Explanatory Memorandum. No funds were raised by the grant of the Options.

Shareholder approval to Resolution 2 will re-instate the number of securities available to be issued by the Company under Listing Rule 7.1 without shareholder approval by the amount of 650,000.

4. GLOSSARY

"\$" means Australian dollars unless otherwise stated;

"ASIC" means the Australian Securities and Investments Commission;

"ASX" means the Australian Stock Exchange Limited;

"Board" means the board of Directors of the Company;

"Company" or "CollTech" means CollTech Australia Ltd ACN 094 515 992;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Director" means a director of the Company;

"Employees" means employees of the Company;

"Listing Rules" means the Listing Rules of the ASX (as modified or waived);

"Notice" means the Notice of General Meeting accompanying this Explanatory Memorandum;

"Option" means an option to acquire a Share;

"Resolution" means a resolution contained in the Notice;

"Shareholder" means a holder of a Share;

"Share" means a fully paid ordinary share in the Company; and

"WST" means Australian Western Standard Time.

ANNEXURE A

TERMS AND CONDITIONS OF OPTIONS

  • $11$ Each Option entitles the Option holder to subscribe for one Share.
  • $2.$ The exercise price for each Option is 10 cents ("Exercise Price").
    1. The Option holder may exercise the Options at any time from date of grant until 3 years after the date of grant, upon which they will expire ("Expiry Date").
  • $4.$ The Options may be exercised by the Option holder providing the Company with written notice and payment of the Exercise Price for each Option being exercised. The Company must then allot the appropriate number of Shares to the Option holder within 10 Business Days.
    1. The Options are not assignable or transferable other than to a company or trust controlled by the Option holder.
    1. Any unexercised Option does not entitle the Option holder to any voting rights or the right to participate in rights or bonus issues made by the Company.
  • $7.$ The Options will not be quoted on the ASX.
  • If there is a bonus issue to holders of Shares ("Bonus Issue"), the number of Shares 8. over which an Option is exercisable will be increased by the number of Shares which the Option holder would have received if the Option had been exercised prior to the record date for determining entitlements to the Bonus Issue ("Bonus Shares"). The Bonus Shares will be paid up out of the profits or reserves of the Company in the same manner as is applied in the Bonus Issue and will, from time to time, rank pari passu with all other Shares on issue.
    1. If there is a pro rata issue (other than a Bonus Issue) to holders of Shares during the currency of, and prior to the exercise of, any Options, the exercise price of the Options will be adjusted in the manner provided by the ASX Listing Rules, even if the Company is not admitted to the Official List.
    1. If, prior to the expiration of any Options, there is a reorganisation of the issued capital of the Company (including, but not limited to, a consolidation, subdivision, share split, cancellation, reduction or return of capital), the rights of the Option holder will be changed to the extent necessary to comply with the ASX Listing Rules.
    1. If at any time the Option holder (or where the Option holder is a nominee, the person entitled to appoint that nominee):
  • has been dismissed or removed from office for a reason which, in the $(a)$ reasonable opinion of the Board, entitles the Company to dismiss the person without notice;

  • $(b)$ has committed, in the reasonable opinion of the Board, an act of fraud, defalcation or gross misconduct in relation to the affairs of the Company (whether or not charged with an offence); or

  • has, in the reasonable opinion of the Board, done an act which brings $(c)$ the Company into disrepute,

all Options held by the Option holder will immediately lapse and all rights in respect of those Options will cease.

The Options are otherwise issued under the terms of the CollTech Australia Limited 12. Option holder Share Option Plan approved by the Board on 27 November 2003.