Rockeby Biomed to raise $2m in SPP

Biotechnology company Rockeby Biomed Ltd has announced plans to raise $2 million through a share purchase plan to existing shareholders, to help fund the international expansion of the company's existing products and continue research and development activities.

The full text of a company announcement is pasted below

On behalf of the directors of Rockeby biomed Limited ("Rockeby" or "Company"), I am pleased to invite shareholders to participate in a share purchase plan ("SPP") which will allow Eligible Shareholders the opportunity to purchase new fully paid ordinary shares in the capital of the Company up to a total value of $5,000 per shareholder. The price at which shareholders will be able to purchase shares under the SPP is $0.02 (2.0 cents) per share.

The SPP will be available to shareholders who are registered shareholders at 5:00pm (WST) on 5th November 2007 (the "Record Date") with a registered address in Australia, New Zealand or Singapore ("Eligible Shareholders").

Our register of shareholders shows a large number of shareholders are holding less than a marketable parcel of shares (less than $500 worth of shares) and we urge these holders to increase their holding accordingly.

SPP Key Dates*
Date Event
5.00pm (WDST),
5 November 2007
Record Date The date on which Rockeby determines Eligible Shareholders.
12 November 2007 Opening Date SPP Opens
12 December 2007 Closing Date SPP Closes. Applications must be received by 5pm (WST).
17 December 2007 Allotment Date Shares allotted.
19 December 2007 Despatch Date Transaction confirmation dispatched to shareholders.

* Dates are indicative only and Rockeby retains the right to vary each of these dates without advance notification to you. However, any alteration to these dates will be notified to the ASX.

The SPP will enable Eligible Shareholders, regardless of the number of shares held on the Record Date, to subscribe for a parcel of shares of either 50,000 (equating to $1000 worth), 100,000 (equating to $2,000 worth) or 250,000 (equating to $5,000 worth) ordinary shares in Rockeby.

There is no brokerage and there are no other costs payable on purchases of shares under the SPP. The Company is seeking, through the SPP, to enable Eligible Shareholders of Rockeby to participate in the exciting future of the Company as it continues to develop its rapid diagnostic tests business.

USE OF FUNDS

The funds raised under the SPP will be used for developing the international expansion of Rockeby's existing products including Pepp®, to continue its research and development activities, and to cover working capital requirements over the remainder of the financial year.

BUSINESS OVERVIEW

Rockeby biomed Limited is a Singapore-based, ASX-listed (ASX:RBY) biotechnology company specializing in research, development and marketing of rapid testing technologies for infectious disease in humans and animals, and lifestyle health products including CanDia5®, Avian Influenza Virus test kits and Pepp®.

During the year Rockeby biomed has made considerable progress developing and distributing its existing product range and identifying new opportunities to grow Rockeby's product offering and target markets.

I am pleased to report that for the first time in its operating history, Rockeby biomed recorded annual revenues exceeding A$1 million in the last financial year. The major contributor to this figure was the successful rollout of our Avian flu diagnostics tests, with strong sales to Indonesia, Europe and the Middle East.

Product revenue for the year was $1,124,312 as compared to $280,381 in the previous year.

Products which contributed to current year's revenue included CanDia5®, OraQuick® and Pepp®. Pepp® is the latest addition to the Group's product portfolio.

European Over-The-Counter approval for CanDia5® for home or self testing in Europe has allowed Rockeby to appoint Nucare Group Plc of the UK to be the marketer and distributor of CanDia5® in the UK for 5 years, with exclusivity for the first 2 years. Minimum annual purchase quantities have been set under this agreement.

CanDia5® is now available in Australia, New Zealand, Singapore, Italy, United Kingdom, Israel and South Africa.

Turning to HIV, in August 2007, the Company was pleased that the Ministry of Health (MOH) of Singapore issued a directive allowing OraQuick® Rapid HIV 1/2 Antibody Test kits to be used at all medical clinics in Singapore, paving the way to encourage early voluntary HIV testing. The OraQuick® HIV test uses oral fluid. There are no needles involved so the entire testing process is convenient and painless for patients.

In June 2007, the Company announced the launch of its new product, Pepp® in Europe, Singapore and China. Pepp® is an enzyme-based health supplement which has been clinically proven to be able to reduce breath alcohol levels by more than 50% within 40 minutes. It may reduce hangover, eliminate bad breath and promote general gastrointestinal health. Packaged in blister pack of 10 orange-flavoured chewable tablets, Pepp® is being marketed as a lifestyle health product aimed at the drinking community.

Zemtex Medical BY has been appointed as an exclusive distributor for Pepp® for the European market (England, France, Spain, Portugal and South Africa). Zemtex is a leading privately-owned medical products distributor. Under this agreement, there will be a minimum purchase over a 5 year term of €3 million (A$4.8 million).

Recent Developments

The company has achieved other significant progress over the last 3 months, including:

- A$5 million Equity Standby Subscription Agreement: On 9th October 2007, the Group announced that it had signed a A$5 million Equity Standby Subscription Agreement with Fortrend Small Cap Investors Limited, based in Melbourne, Australia. Through this facility, Fortrend has committed to provide up to A$5 million to Rockeby in return for Rockeby shares and options. This fund is available for drawdown over a three year period commencing from the date of the Agreement. Rockeby determines the timing and use of this facility at any time. This facility will provide the Group with additional access to capital to allow the Company to expand and develop business opportunities both locally and internationally as well as continuing its research and development activities.

- Capital Raising: On 22nd October 2007, the Group successfully placed 80 million shares at 1.9 cents each to a group of sophisticated Asian investors. This placement raised a total of A$1.52 million, before costs.

- Anheal investment: In November 2006, the Company signed a conditional agreement for a strategic investment in Chinese company, Beijing Anheal Laboratories Co. Ltd. (ANHEAL). This partnership will give the Company access to the world's largest poultry market. Necessary due diligence work has been completed and the Company is progressing towards the completion of the transaction before the end of December 2007.

- Pepp Rollout in China: On 14th June 2007, the Company signed a letter of intent with Sandoz China, a subsidiary of Shanghai Novartis Trading Ltd, to market Pepp® in China. With an estimated potential market of RMB 1 billion (USD123 million) in hangover remedies and an estimated drinking population of more than 100 million regular drinkers, the Company sees enormous potential in this market. The Company plans to market Pepp® as a health supplement in China and is in the process of registering the product with the Chinese authorities. As of 30th September 2007, both Sandoz and the Company have carried out the consumer market research in China to fine tune marketing plans and pricing strategy. Sandoz China will be the exclusive marketing and distribution partner
for the Company's Pepp® product. The Company expects to complete the marketing and distribution agreement with Sandoz before the end of December 2007

The Future

Going forward, Rockeby should benefit from the strategic position it has gained in key markets such as China for its Avian Influenza virus kits and Pepp Hangover remedy. The Company is on the cusp of significant developments in its key product areas and is primed for growth. As indicated above, the purpose of the SPP is to provide Rockeby with additional working capital for the development of the Rockeby business and to enable Rockeby to market its products. It is also to allow existing shareholders to increase their shareholding in the Company.

SHARE PURCHASE PLAN: TERMS AND CONDITIONS

As set out above, in order to assist in the future development of Rockeby, the Company now offers to each existing Eligible Shareholder (i.e. shareholders who hold shares in Rockeby at 5:00pm (WST) on 5th November 2007), the opportunity to acquire additional shares in the Company at $0.02 (2.0 cents) per share up to a total value of $5,000 per shareholder.

The price of $0.02 (2.0 cents) per share, which has been fixed by the board of directors of Rockeby, provides existing Eligible Shareholders with an opportunity to purchase shares in the Company at a price which is a 3 % discount to the average closing price of Rockeby's shares on the five days (on which the shares traded on the ASX) immediately preceding 5 November 2007.

The opportunity to purchase shares under the SPP is made in accordance with ASIC Regulatory Guide 125. ASIC Regulatory Guide 125 allows ASX listed companies to offer their existing shareholders the opportunity to acquire additional shares in the Company without the need for a prospectus.

Further details and terms of the Share Purchase Plan are set out in this letter, the enclosed Terms and Conditions of the SPP ("Terms and Conditions") and in the terms and conditions set out on the enclosed Application Form. Please carefully read this letter, the enclosed Terms and Conditions and the Application Form before making any decision to participate in the SPP.

You will be eligible to participate in the SPP if you are a registered holder of fully paid ordinary shares in the capital of Rockeby as at 5:00pm (WDST) on 5th November 2007. If you are eligible to purchase shares under the SPP, you may select any one of the following alternative offers:

Offer A
250,000 shares - total amount payable at $0.02 (2.0 cents) per share = $5,000
Offer B
100,000 shares - total amount payable at $0.02 (2.0 cents) per share = $2,000
Offer C
50,000 shares - total amount payable at $0.00 (2.0 cents) per share = $1,000

Rockeby proposes to raise up to a maximum of $2,000,000 from the SPP, equating to 100,000,000 new fully paid ordinary shares in the capital of the Company. Applications will be accepted on a first come, first served basis and shares will be allotted as soon as possible after the end of the offer period. It is not the intention of the Company to issue more than 100,000,000 new shares.

If you wish to apply for any shares under the SPP, please complete the enclosed application form and forward using the enclosed reply paid envelope with your payment by cheque made payable to "Rockeby biomed Limited - Share Purchase Plan Proceed Account" to Rockeby's share registry:

Rockeby biomed Limited Share Offer

C/- Advanced Share Registry Services
110 Stirling Highway,
NEDLANDS WA 6009

The offer will close on 12 December 2007 or earlier if the maximum number of shares able to be issued under the SPP has been reached. Applications to subscribe for shares under the SPP must be received prior to the close of the offer at 5:00pm (WDST) on 12 December 2007. If the exact amount of money is not tendered with the acceptance, Rockeby reserves the right to return your application and cheque and not allot any shares to you or to allot only that number of shares for which Rockeby has received payment. Participation in the SPP is entirely voluntary. The offer is non-renounceable, which means that you cannot transfer your right to purchase shares under the SPP to anyone else.