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Form 6-K GENETIC TECHNOLOGIES For: Feb 19

February 19, 2015 3:14 PM EST

 

 

FORM 6-K

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

dated February 19, 2015

 

Commission File Number 0-51504

 

GENETIC TECHNOLOGIES LIMITED

(Exact Name as Specified in its Charter)

 

N/A

(Translation of Registrant’s Name)

 

60-66 Hanover Street

Fitzroy

Victoria 3065 Australia

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F   x                                        Form 40-F  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes  o                                                                                  No  x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  Not applicable.

 

 

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Date: February 19, 2015

 

 

 

 

GENETIC TECHNOLOGIES LIMITED

 

 

 

 

 

By:

/s/ Bronwyn Christie

 

 

Name:  Bronwyn Christie

 

 

Title:   Company Secretary

 

2



 

EXHIBIT INDEX

 

Exhibit

 

Description of Exhibit

 

 

 

99.1

 

Appendix 3B, February 19, 2015

 

3


 

Exhibit 99.1 NY 245012974v1 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 GENETIC TECHNOLOGIES LIMITED ABN 17 009 212 238 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 Ordinary shares 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 19,258,688 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 5,868,122 in respect of conversion of 275,000 convertible notes 257,233 in respect of interest accrued under the convertible notes. 13,133,333 in respect to exercise of options approved at the Annual General Meeting on 25th November 2014.

 


Appendix 3B New issue announcement + See chapter 19 for defined terms. Appendix 3B Page 2 01/08/2012 NY 245012974v1 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 Yes 5 Issue price or consideration 13,133,333 at $0.015 The face value of Convertible Notes converted at $1.00 per note ($275,000), plus interest accrued ($12,054). There will be no additional funds received by the Company for the Notes becoming Convertible Notes 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 13,133,333 – Exercise of options - To provide the Company with general working capital and to fund the continuing commercialisation and to facilitate the acceptance and growth of the Company’s flagship lead breast cancer risk test BREVAGenplus 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 No 6b The date the security holder resolution under rule 7.1A was passed Not applicable 6c Number of +securities issued without security holder approval under rule 7.1 Not applicable 6d Number of +securities issued with security holder approval under rule 7.1A Not applicable

 


Appendix 3B New issue announcement + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 3 NY 245012974v1 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) Not applicable 6f Number of securities issued under an exception in rule 7.2 Not applicable 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. Not applicable 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 Not applicable 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 4,257,847 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 19 February 2015 Number +Class 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) 1,202,025,198 Ordinary shares

 


Appendix 3B New issue announcement + See chapter 19 for defined terms. Appendix 3B Page 4 01/08/2012 NY 245012974v1 Number +Class 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 1,750,000 1,000,000 500,000 2,650,000 250,000 500,000 750,000 6,625,000 175,000 29,700,001 Options at $0.19, exp. 31/3/2016 (GTGAW) Options at $0.20, exp. 31/7/2016 (GTGAM) Options at $0.12, exp. 20/2/2017 (GTGAK) Options at $0.14, exp. 29/8/2017 (GTGAO) Options at $0.10, exp. 1/12/17 (GTGAQ) Options at $0.10, exp. 25/1/18 (GTGAS) Options at $0.105, exp. 11/7/18 (GTGAY) Options at $0.04, exp. 31/5/19 (GTGAA) Convertible Notes issued on 3 December 2014 (GTGAB) Options at $0.015, exp. 2/12/2018 (GTGAC)

 


Appendix 3B New issue announcement + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 5 NY 245012974v1 Part 2 - Bonus issue or pro rata issue 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) 11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the +securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

 


Appendix 3B New issue announcement + See chapter 19 for defined terms. Appendix 3B Page 6 01/08/2012 NY 245012974v1 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do +security holders sell their entitlements in full through a broker? 31 How do +security holders sell part of their entitlements through a broker and accept for the balance? 32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of securities (tick one) (a) x 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

 


Appendix 3B New issue announcement + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 7 NY 245012974v1 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 Entities that have ticked box 34(b) 38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

 


Appendix 3B New issue announcement + See chapter 19 for defined terms. Appendix 3B Page 8 01/08/2012 NY 245012974v1

 


Appendix 3B New issue announcement + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 9 NY 245012974v1 Quotation agreement 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. 2 We warrant the following to ASX. • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. • There is no reason why those +securities should not be granted +quotation. • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted. • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: /s/ Bronwyn Christie Date: 19 February 2015 Financial Controller & Company Secretary Print name: Bronwyn Christie == == == == ==

 


Appendix 3B New issue announcement + See chapter 19 for defined terms. Appendix 3B Page 10 01/08/2012 NY 245012974v1 Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities Introduced 01/08/12 Part 1 Rule 7.1 – Issues exceeding 15% of capital Step 1: Calculate “A”, the base figure from which the placement capacity is calculated Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue 597,926,082 Add the following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items 19,074,112 507,879,084 Subtract the number of fully paid ordinary securities cancelled during that 12 month period 75,937,500 “A” 1,048,941,778 Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 157,341,267

 


Appendix 3B New issue announcement + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 11 NY 245012974v1 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items “C” 153,083,420 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 2 157,341,267 Subtract “C” Note: number must be same as shown in Step 3 153,083,420 Total [“A” x 0.15] – “C” 4,257,847 [Note: this is the remaining placement capacity under rule 7.1]

 


Appendix 3B New issue announcement + See chapter 19 for defined terms. Appendix 3B Page 12 01/08/2012 NY 245012974v1 Part 2 Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 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 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 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”

 


Appendix 3B New issue announcement + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 13 NY 245012974v1 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 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

 

 



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