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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

Wednesday, December 7, 2016 1 min read
Key Takeaway: New issue announcement Rule 2.7, 3.10.3, 3.10.4, 3.10.5 New issue announcement, application for quotation of additional securities Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX s proper

Full Press Release Details

New issue announcement
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
New issue announcement,
application for quotation of additional securities
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, 04/03/13
Name of entity
Prima BioMed Ltd
ABN
90 009 237 889
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 Performance Rights
2 Number of + securities issued or to be issued (if known) or maximum number which may be issued 10,023,350
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 1
3 Principal terms of the + securities (e.g. 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) Number of Performance Rights 10,023,350. Calculated based on 3.67 years directors fees of $105,000 per annum divided by $0.0384 (being the 5 day VWAP up to and including 9 September 2016).
Vesting Conditions Service Only.
Tranche1 1,814,249. 1 October 2017. (Being service from 1 February 2017 to 30 September 2017);
Tranche2 2,736,367. 1 October 2018. (Being service from 1 October 2017 to 30 September 2018);
Tranche3 2,736,367. 1 October 2019. (Being service from1 October 2018 to 30 September 2019);
Tranche4 2,736,367 . 1 October 2020 . (Being service from 1 October 2019 to 30 September 2020);
Expiry Date The Performance Rights will expire, if not exercised, one year after Vesting Date.
Price of Performance Rights Performance Rights will be granted at no cost. Once the vesting conditions (service only) are met (or waived in exceptional circumstances), the Performance Rights will be exerciseable at nil cost.
+ See chapter 19 for defined terms.
Appendix 3B Page 2 04/03/2013
New issue announcement
4 Do the + securities rank equally in all respects from the + issue date 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, if/when the Performance Rights vest to shares.
5 Issue price or consideration Calculated based on 3.67 years directors fees of $105,000 per annum divided by $0.0384 (being the 5 day VWAP up to and including 9 September 2016).
6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Issued to Pete Meyers in lieu of cash for his services as a non-executive director, in accordance with shareholder approval at the AGM held on 25 November 2016.
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 Yes, although these securities are not being issued under Listing Rule 7.1A
6b The date the security holder resolution under rule 7.1A was passed 25 November 2016
6c Number of + securities issued without security holder approval under rule 7.1 n/a
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 3
6d Number of + securities issued with security holder approval under rule 7.1A n/a
6e Number of + securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) n/a
6f Number of + securities issued under an exception in rule 7.2 10,023,350
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. n/a
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 n/a
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 Refer Annexure 1
7 + Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 6 December 2016
Number + Class
8 Number and + class of all + securities quoted on ASX ( including the + securities in section 2 if applicable) 2,073,076,271 77,378,693 Ordinary shares (ASX: PRR) Options exercisable at $0.20 on or before 19 June 2017 (PRRO)
+ See chapter 19 for defined terms.
Appendix 3B Page 4 04/03/2013
New issue announcement
Number + Class - Options
9 Number and + class of all Amount Exercise Price Expiration Date
1,515,752 $0.0774 30 June 2018
165,116 $0.0774 30 June 2018
147,628,500 $0.05019 12 December 2018
371,445,231 $0.0237 4 August 2020
793,103 $0.057 30 October 2020
1,026,272 $0.040 7 March 2021
8,475,995 $0.025 4 August 2025
Number +Class - Performance Rights
Amount Type Expiration Date
1,486,326 STI 5 August 2017
30,918,333 LTI 30 October 2018
20,666,667 PRs The PRs will expire between 30 days to 12 months after the vesting date of 5 August 2017
857,844 NED PRs Each tranche of NED PRs will expire 30 days from each tranche vesting date indicated in the appendix 3B released on 26 November 2014.
10,023,350 NED PRs Each tranche of NED PRs will expire 30 days from each tranche vesting date indicated in section 3 above
13,750,828 Convertible Notes each with a face value of AU$1, expiring on 4 August 2025
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 5
Part 2 - 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 offer 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
+ See chapter 19 for defined terms.
Appendix 3B Page 6 04/03/2013
New issue announcement
24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders n/a
25 If the issue is contingent on security holders approval, the date of the meeting n/a
26 Date entitlement and acceptance form and offer documents 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 + Issue 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) + Securities described in Part 1
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 7
(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
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 n/a
39 + Class of + securities for which quotation is sought n/a
40 Do the + securities rank equally in all respects from the + issue date 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.
Appendix 3B Page 8 04/03/2013
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) n/a
entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 9
Sign here: Date: 6 December 2016
Company Secretary
Print name: Tom Bloomfield
+ See chapter 19 for defined terms.
Appendix 3B Page 10 04/03/2013
New issue announcement
Appendix 3B Annexure 1
Calculation of placement
capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
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 the + issue date or date of agreement to issue 2,058,297,608
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 14,778,663
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
Subtract the number of fully paid + ordinary securities cancelled during that 12 month period Nil
A 2,073,076,271
Step 2: Calculate 15% of A
B 0.15 [Note: this value cannot be changed]
Multiply A by 0.15 310,961,441
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 1,026,272
C 1,026,272
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 2 310,961,441
Subtract C Note: number must be same as shown in Step 3 1,026,272
Total [ A x 0.15] C 309,935,169 [Note: this is the remaining placement capacity under rule 7.1]
New issue announcement
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 2,073,076,271
Step 2: Calculate 10% of A
D 0.10 Note: this value cannot be changed
Multiply A by 0.10 207,307,627
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 nil
E nil
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 2 207,307,627
Subtract E Note: number must be same as shown in Step 3 nil
Total [ A x 0.10] E 207,307,627 Note: this is the remaining placement capacity under rule 7.1A
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Last updated: Dec 7, 2016