6-K: Report of foreign issuer [Rules 13a-16 and 15d-16]
Published on
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________________
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
month of March, 2006.
Commission
File Number ________________
Novogen
Limited
(Translation
of registrant’s name into English)
140
Wicks
Road, North Ryde, NSW, Australia
(Address
of principal executive office)
___________________________________
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)(l):
Note:
Regulation S-T Rule 101 (b)( I) only permits the submission in paper of a
Form
6-K if submitted solely to provide an attached annual report to security
holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule lO1(b)(7):
Note:
Regulation S-T Rule l01(b)(7) only permits the submission in paper of a Form
6-K
if submitted to furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the jurisdiction
in which the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other
document is not a press release, is not required to be and has not been
distributed to the registrant’s security holders, and, if discussing a material
event, has already been the subject of a Form 6-K submission or other Commission
filing on EDGAR.
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 l2g3-2(b) under the Securities Exchange Act of 1934. Yes o No
o
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
82-
SIGNATURES
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)
/s/
Ron Erratt
Ronald
Lea Erratt
Company
Secretary
Date
3 March, 2006
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.
|
Name
of entity
|
|
NOVOGEN
LIMITED
|
|
ABN
|
|
37
063 259 754
|
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
|
|
2
|
Number
of +securities
issued or to be issued (if known) or maximum number which may
be
issued
|
43,148
|
|
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)
|
Options
issued under the Novogen Limited Employee Option Scheme to 3
employees now
exercised;
21,199
@ $1.53 each expiring 10/08/06; and
21,949
@ $2.10 each expiring 30/11/07;
|
|
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
|
$78,527
|
||||
|
6
|
Purpose
of the issue
(If
issued as consideration for the acquisition of assets, clearly
identify
those assets)
|
Not
applicable
|
||||
|
7
|
Dates
of entering +securities
into uncertificated holdings or despatch of certificates
|
To
28 February, 2006.
|
||||
|
Number
|
+Class
|
|||||
|
8
|
Number
and +class
of all +securities
quoted on ASX (including
the securities in clause 2 if applicable)
|
97,279,906
|
Ord
|
|||
|
Number
|
+Class
|
||
|
9
|
Number
and +class
of all +securities
not quoted on ASX (including
the securities in clause 2 if applicable)
|
1,065,348
|
Unlisted
options with various exercise dates.
|
|
10
|
Dividend
policy (in the case of a trust, distribution policy) on the increased
capital (interests)
|
Not
applicable
|
|
Part
2 - Bonus issue or pro rata issue
|
11
|
Is
security holder approval required?
|
Not
applicable
|
|
12
|
Is
the issue renounceable or non-renounceable?
|
Not
applicable
|
|
13
|
Ratio
in which the +securities
will be offered
|
Not
applicable
|
|
14
|
+Class
of +securities
to which the offer relates
|
Not
applicable
|
|
15
|
+Record
date to determine entitlements
|
Not
applicable
|
|
16
|
Will
holdings on different registers (or subregisters) be aggregated
for
calculating entitlements?
|
Not
applicable
|
|
17
|
Policy
for deciding entitlements in relation to fractions
|
Not
applicable
|
|
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.
|
Not
applicable
|
|
19
|
Closing
date for receipt of acceptances or renunciations
|
Not
applicable
|
|
20
|
Names
of any underwriters
|
Not
applicable
|
|
21
|
Amount
of any underwriting fee or commission
|
Not
applicable
|
|
22
|
Names
of any brokers to the issue
|
Not
applicable
|
|
23
|
Fee
or commission payable to the broker to the issue
|
Not
applicable
|
|
24
|
Amount
of any handling fee payable to brokers who lodge acceptances
or
renunciations on behalf of +security
holders
|
Not
applicable
|
|
25
|
If
the issue is contingent on +security
holders’ approval, the date of the meeting
|
Not
applicable
|
|
26
|
Date
entitlement and acceptance form and prospectus or Product Disclosure
Statement will be sent to persons entitled
|
Not
applicable
|
|
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
|
Not
applicable
|
|
28
|
Date
rights trading will begin (if applicable)
|
Not
applicable
|
|
29
|
Date
rights trading will end (if applicable)
|
Not
applicable
|
|
30
|
How
do +security
holders sell their entitlements in
full
through a broker?
|
Not
applicable
|
|
31
|
How
do +security
holders sell part
of
their entitlements through a broker and accept for the
balance?
|
Not
applicable
|
|
32
|
How
do +security
holders dispose of their entitlements (except by sale through
a
broker)?
|
Not
applicable
|
|
33
|
+Despatch
date
|
Not
applicable
|
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)
|
þ
|
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
|
Entities
that have ticked box 34(a)
Additional
securities forming a new class of securities
(If
the additional securities do not form a new class, go to 43)
|
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
|
(now
go to 43)
Entities
that have ticked box 34(b)
|
38
|
Number
of securities for which +quotation
is sought
|
Not
applicable
|
||
|
39
|
Class
of +securities
for which quotation is sought
|
Not
applicable
|
||
|
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
|
Not
applicable
|
||
|
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)
|
Not
applicable
|
||
|
Number
|
+Class
|
|||
|
42
|
Number
and +class
of all +securities
quoted on ASX (including
the securities in clause 38)
|
Not
applicable
|
Not applicable
|
|
(now
go to 43)
All
entities
Fees
|
43
|
Payment
method (tick one)
|
|
| o |
Cheque
attached
|
|
| o |
Electronic
payment made
Note:
Payment may be made electronically if Appendix 3B is given to
ASX
electronically at the same time.
|
|
|
þ
|
Periodic
payment as agreed with the home branch has been arranged
Note:
Arrangements can be made for employee incentive schemes that
involve
frequent issues of securities.
|
|
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:
/s/
Ron
Erratt
Date:
3
March, 2006
(Director/Company
Secretary)
Print
name: RONALD
LEA ERRATT