BIOXYNE LIMITED 
By ABN 97 084 464 193
Suite 1001, 4 Bridge Street
Sydney NSW 2000
T: +61 2 9247 0070
E: info@bioxyne.com
W: www.bioxyne.com
Bioxyne Limited (ASX: BXN) seeks to advise all shareholders of its response to a request for information by matt McNamara at Octa Phillip Bioscience Managers and detailed below.
Mr Matt McNamara
Chief Investment Officer
Octa Phillip Bioscience Managers Level 12,
15 William St. Melbourne VIC 3000
Mr McNamara,
The Company reported the terms of an arrangement with Vaxine Pty Limited to the market on 24
September 2012. Since that report and on both sides of the meeting of Members on 30 October at which it was resolved to change the composition of the Board the discussions with Vaxine Pty Limited have continued. The Company will inform the market when these discussions are completed. It is appropriate to keep in mind that Mr Curnock Cook, the Managing Director of Octa Phillip Biosciences Managers was the representative of Octa Phillip on the board of Bioxyne during these initial discussions.
The monetization of the probiotic asset was put on the Company's agenda in mid June and supported by all directors. The current Board has continued to focus upon this approach and the monetization of this asset remains on the agenda. If a decision is taken to sell or otherwise deal with the probiotic asset the Company will involve the ASX, other regulators and members to the extent that it is appropriate to do so.
As regards the comment about value of the probiotic asset I advise that the revenues from this asset in the last fiscal year were lower than the $700,000 you ascribe to the business.
Section 6 of the Explanatory Memorandum provided a detailed explanation of the supporting background regarding resolution 4. Section 6 explained that this resolution would be withdrawn, as unnecessary, if the proposed Issued Shares pursuant to the proposed transaction with Vaxine Pty Limited was not so issued prior to the date of the forthcoming AGM on 29 November, 2012.
Your suggestion that there has not been adequate disclosure to shareholders, including Octa Phillip Bioscience Managers, is simply rejected. Whilst your proposal regarding the price at which OPAM would dispose of it's holding is noted, I note that this is significantly above the average price at the moment.
Ian Mutton Chairman Bioxyne Limited
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ABN 97 084 464 193
Suite 1001, 4 Bridge Street
Sydney NSW 2000
T: +61 2 9247 0070
E: info@bioxyne.com
W: www.bioxyne.com
Dear Ian,
With the upcoming AGM, we and other shareholders are awaiting confirmation of details of any proposed transaction(s). We are concerned that the company is pushing ahead with a proposed transaction with Vaxine Proprietary Limited, without due disclosure to shareholders. The terms of the transaction which have been disclosed are:
The total value of the transaction to Bioxyne is $3.4m; sale of the Probiomics business, an asset which generates in excess of $700,000 revenue per annum, to Vaxine for an undisclosed value; the issue of 19.9% equity to Vaxine; and a convertible note secured over Bioxyne Intellectual Property.
Please advise the market if the Vaxine terms have been finalised or not! We are of the view that:
Sale of the Probiomics business, which generates in excess of $700,000 per annum, is a is a significant departure from the stated nature and scale of activities of Bioxyne and therefore MUST be approved by shareholders if required by ASX. There will clearly no longer be diversified and reduced risk; Any significant change in nature or scale of activities requires the company to give full details to the ASX BEFORE making the change;
If the full details have been provided to ASX, why have they not been provided to shareholders?
Issuing shares to a third party as a component of a transaction PRIOR to shareholder approval is not in the best interests of shareholders Shareholders have not been given full details of the proposed transaction and therefore should not be asked to approve any issue of shares or extension of placement facility to allow the Company to execute an undisclosed transaction ; Adequate disclosure has not been made by the company in relation to this transaction in order for shareholders to come to an informed decision.
Shareholders ask us 'how such a 'Past Issue of Shares' transaction can happen without shareholder approval'. Also, 'if Bioxyne is actually able to sell the probiotics assets without shareholder approval'.
We are equally perplexed and can only advise them to also enquire of the Bioxyne team. Until, we have answers to these and other questions that the points above raise, we will be opposing the 'Past Issue of Shares' and '10% Placement facility'.
I spoke with Tony Ho last week and will be meeting with him again next week. I trust he passed on our concerns and willingness to depart from the register if you felt your networks could facilitate such a transaction at >$0.04.
Happy to discuss. Regards
Matt McNamara Chief Investment Officer
Octa Phillip Bioscience Managers Level 12, 15 William St. Melbourne VIC 3000 Australia
Phone: +61 3 9618 8216 Fax: +61 3 9629 8882 Mobile: +61 438 62 88 62
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