Washington,
D.C. 20549
FORM
6-K
REPORT
OF
FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For
the month of November 2005
Commission
File Number 000-51122
pSivida
Limited
(Translation of registrant’s name into English)
(Translation of registrant’s name into English)
Level
12
BGC Centre
28 The Esplanade
Perth WA 6000
(Address of principal executive offices)
28 The Esplanade
Perth WA 6000
(Address of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F).
Form
20-F
ý 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):
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):
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form 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
ý
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ___.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant,
pSivida Limited, has duly caused this report to be signed on its behalf by
the
undersigned, thereunto duly authorized.
| pSivida Limited | ||
| |
|
|
| Date: November 17, 2005 | By: | /s/ Aaron Finlay |
|
|
||
|
Aaron
Finlay
Chief Financial Officer and Company Secretary |
||
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
Appendix
3B: Convertible Note Issue and
Warrants
|
-
2
-
Appendix
3B
New
issue announcement
Rule
2.7, 3.10.3, 3.10.4, 3.10.5
Appendix
3B
New
issue announcement,
application
for quotation of additional securities
and
agreement
Information
or documents not available now must be given to ASX as soon as available.
Information and documents given to ASX become ASX’s property and may be made
public.
Introduced
1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001,
11/3/2002, 1/1/2003.
| Name of entity |
|
PSIVIDA
LIMITED
|
| ABN |
|
78
009 232 026
|
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
|
1. Unquoted
subordinated convertible notes (“Notes”)
2. Unquoted
options issued as warrants over American Depositary Shares
(“Warrants”)
3. Unquoted
Options to be issued as warrants over American Depositary Shares
(“Warrants”)
4.
Unquoted
Employee Options
|
|
|
2
|
Number
of +securities
issued or to be issued (if known) or maximum number which may be
issued
|
1.
US$15,000,000
2.
633,803
3.
55,000
4.
400,000
|
|
+
See chapter 19 for defined terms.
1/1/2003
|
Appendix
3B Page 1
|
Appendix 3B
New issue announcement
|
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)
|
1.
Unquoted
subordinated convertible note
·
Each
Note will have a face value of US$1.00
·
The
Notes may be converted by the holder into Shares (represented
by ADSs) at
any time prior to the third anniversary of
the date of issue
of the Notes. The number of Shares to be issued on conversion
of Notes is
to be calculated by dividing the face value of the Notes to
be converted
(and any accrued but unpaid interest on those Notes) by the
issue price of
the Shares (rounded up to the nearest 10 Shares)
·
The
conversion price will initially be US $7.10 per ADS (or US$0.71
per Share)
and may be adjusted under certain circumstances
· The
Notes mature on 15 November 2008 and bear interest at the rate
of 8% per
annum
·
Under
certain circumstances, the Company may make interest payments
in the form
of ADSs
2.
Unquoted
Warrants constitute transferable options to acquire ADSs at
any time on or
before 15 November 2011, exercisable at US$7.20 (representing
US$0.72 per
Share)
3.
Unquoted
Warrants constitute transferable options to acquire ADSs at
any time on or
before 5 August 2008, exercisable at US$12.50 (representing
US$1.25 per
Share)
4.
Unquoted
options to acquire ordinary shares at any time on or before 30
September
2010, exercisable at $0.92 each
|
|
|
4
|
Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? | All fully paid ordinary shares issued on the conversion of the Notes, payment of interest on the Notes and exercise of the Warrants or options will rank equally in all respects with the Company’s then issued fully paid ordinary shares. | |
|
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
|
|
+
See chapter 19 for defined terms.
Appendix
3B Page 2
|
1/1/2003
|
Appendix
3B
New
issue announcement
|
|
|
|
||
|
5
|
Issue
price or consideration
|
1.
Total
consideration US$15,000,000. The conversion price will be US$7.10
per ADS
(or US$0.71 per Share) and may be
adjusted
under certain circumstances
2.
Nil
3.
Nil
4.
Nil
|
||
| 6 |
Purpose
of the issue
(If
issued as consideration for the acquisition of assets, clearly identify
those assets)
|
1.
The
funds raised by the Notes will be used by the Company to provide
necessary
working capital and funding for the further development of the clinical
trials being conducted in relation to the development of
BrachySil™
2.
Issued
in accordance with the Warrant to Purchase ADRs Agreement in connection
with the Notes
3.
Part
payment of placement agent fees
4.
Issue
of options to new directors
|
||
| 7 |
Dates
of entering +securities
into uncertificated holdings or despatch of certificates
|
16 November 2005 | ||
|
|
Number
|
+Class | ||
| 8 |
Number
and+class
of all+securities
quoted on ASX (includingthe
securities in clause 2 if applicable |
225,962,166 |
Ordinary Fully Paid Shares
6,650,000 Ordinary Fully Paid Shares subject
to
voluntary escrow ending on the effectiveness of a registration statement
or prospectus
|
|
|
+
See chapter 19 for defined terms.
1/1/2003
|
Appendix
3B Page 3
|
Appendix 3B
New issue announcement
|
Number
|
+Class
|
|||
| 9 | Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) | 4,375,000 | Options expiring 31 December 2007 exercisable at $0.61 each (ESOP). | |
| 2,050,000 | Options expiring 5 August 2008 exercisable at $1.09 each. | |||
| 8,934,672 | Options expiring 5 August 2009 exercisable at $1.18 each (ESOP). | |||
| 115,000 | Options expiring 31 December 2008 exercisable at $0.80 each. | |||
| 200,000 | Options expiring 22 April 2010 exercisable at $1.02 each. | |||
| 3,852,000 | Options expiring 31 March 2010 exercisable at $0.80 each (ESOP). | |||
| 1,330,000 | Options expiring 5 August 2008 exercisable at US$1.25 each, over ordinary fully paid shares (represented by 133,000 warrants over ADSs, exercisable at US$12.50 per ADS) subject to voluntary escrow ending on the effectiveness of a registration statement or prospectus. | |||
| 400,000 | Options expiring 30 September 2010 exercisable at $0.92 each (ESOP). | |||
| 15,000,000 | US$1.00 8% subordinated convertible notes maturing 15 November 2008 | |||
| 6,338,030 | Options expiring 15 November 2011 exercisable at US$0.72 each, over ordinary fully paid shares (represented by 633,803 warrants over ADSs, exercisable at US$7.20 per ADS) | |||
|
10
|
Dividend
policy (in the case of a trust, distribution policy) on the increased
capital (interests)
|
N/A
|
|
+
See chapter 19 for defined terms.
Appendix
3B Page 4
|
1/1/2003
|
Appendix
3B
New
issue announcement
Part 2 - Bonus issue or pro rata issue
|
11
|
Is
security holder approval required?
|
N/A
|
|
|
12
|
Is
the issue renounceable or non-renounceable?
|
N/A
|
|
|
13
|
Ratio
in which the +securities
will be offered
|
N/A
|
|
|
14
|
+Class
of +securities
to which the offer relates
|
N/A
|
|
|
15
|
+Record
date to determine entitlements
|
N/A
|
|
|
16
|
Will
holdings on different registers (or subregisters) be aggregated
for
calculating entitlements?
|
N/A
|
|
|
17
|
Policy
for deciding entitlements in relation to fractions
|
N/A
|
|
|
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.
|
N/A
|
|
|
19
|
Closing
date for receipt of acceptances or renunciations
|
N/A
|
|
|
20
|
Names
of any underwriters
|
N/A
|
|
|
21
|
Amount
of any underwriting fee or commission
|
N/A
|
|
|
22
|
Names
of any brokers to the issue
|
N/A
|
|
|
23
|
Fee
or commission payable to the broker to the issue
|
N/A
|
|
|
24
|
Amount
of any handling fee payable to brokers who lodge acceptances or
renunciations on behalf of +security
holders
|
N/A
|
|
+
See chapter 19 for defined terms.
1/1/2003
|
Appendix
3B Page 5
|
Appendix 3B
New issue announcement
|
25
|
If
the issue is contingent on +security
holders’ approval, the date of the meeting
|
N/A
|
|
|
26
|
Date
entitlement and acceptance form and prospectus or Product Disclosure
Statement will be sent to persons entitled
|
N/A
|
|
|
|
|||
|
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
|
N/A
|
|
|
|
|||
|
28
|
Date
rights trading will begin (if applicable)
|
N/A
|
|
|
|
|||
|
29
|
Date
rights trading will end (if applicable)
|
N/A
|
|
|
|
|||
|
30
|
How
do +security
holders sell their entitlements in
full
through a broker?
|
N/A
|
|
|
|
|||
|
31
|
How
do +security
holders sell part
of
their entitlements through a broker and accept for the
balance?
|
N/A
|
|
|
|
|||
|
32
|
How
do +security
holders dispose of their entitlements (except by sale through a
broker)?
|
N/A
|
|
|
|
|||
|
33
|
+Despatch
date
|
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)
|
o
|
Securities
described in Part 1
|
|
(b)
|
o
|
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
|
|
+
See chapter 19 for defined terms.
Appendix
3B Page 6
|
1/1/2003
|
Appendix
3B
New
issue announcement
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
|
o
|
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
|
o
|
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
|
o
|
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
|
N/A
|
|
|
39
|
Class
of +securities
for which quotation is sought
|
N/A
|
|
|
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
|
N/A
|
|
+
See chapter 19 for defined terms.
1/1/2003
|
Appendix
3B Page 7
|
Appendix 3B
New issue announcement
|
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)
|
N/A
|
||
|
Number
|
+Class
|
|||
|
42
|
Number and +class
of all +securities
quoted on ASX (including
the securities in clause 38)
|
|||
|
+
See chapter 19 for defined terms.
Appendix
3B Page 8
|
1/1/2003
|
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.
|
|
·
|
We
warrant that if confirmation is required under section 1017F of the
Corporations Act in relation to the +securities
to be quoted, it has been provided
at
the time that we request that the +securities
be quoted.
|
|
·
|
If
we are a trust, we warrant that no person has the right to return
the
+securities
to be quoted under section 1019B of the Corporations Act
at
the time that we request that the +securities
be quoted.
|
| 3 |
We
will indemnify ASX to the fullest extent permitted by law in respect
of
any claim, action or expense arising from or connected with any breach
of
the warranties in this agreement.
|
| 4 |
We
give ASX the information and documents required by this form. If
any
information or document not available now, will give it to ASX before
+quotation
of the +securities
begins. We acknowledge that ASX is relying on the
information
and documents. We warrant that they are (will be) true and
complete.
|
| Sign here: | _________________________ | Date: 17 November 2005 |
| (Company secretary) | ||
| Print name: | Aaron Finlay | |
|
+
See chapter 19 for defined terms.
1/1/2003
|
Appendix
3B Page 9
|