Full Press Release Details
RELEASE OF SECURITIES FROM ESCROW; APPENDIX 3B & CLEANSING NOTICE
Sydney, 4 December 2017 Immutep Limited (ASX:IMM) (the Company) advises that 1,538,462 fully paid ordinary shares will be released from escrow on
18 December 2017. There are no other restrictions that apply to these securities.
Pursuant to shareholder approval granted at the Company s
Annual General Meeting held on 17 November 2017, 13,272,356 performance rights will be issued to Mr. Grant Chamberlin and 50,000,000 performance rights will be issued to Mr. Marc Voigt.
A further 75,000,000 performance rights are issued to employees in accordance with the Company s Executive Incentive Plan.
Immutep advises that in relation to the issuance of ordinary shares as further detailed in the following Appendix 3B, the Company gives notice under section
708A(5)(e) of the Corporations Act 2001(Cth) (the Corporations Act ) that:
For further information please contact:
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
Campbell, Vice President of Business Development and Investor Relations, Prima BioMed
Matthew Beck, The Trout Group LLC
+1 (646) 378-2933; mbeck@troutgroup.com
Australian Investors/Media:
Matthew Gregorowski,
+61 2 8234 0105; mgregorowski@citadelmagnus.com
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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 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, 24/10/2005.
| Name of entity |
| Immutep Limited ( Company ) |
We (the entity) give ASX the following information.
You must complete the relevant sections (attach sheets if there is not enough space).
| 1 | + Class of + securities issued or to be issued | 1. Ordinary Shares 2. Ordinary Shares 3. Performance Rights 4. Performance Rights 5. Performance Rights 6. Performance Rights | ||
| 2 | Number of + securities issued or to be issued (if known) or maximum number which may be issued | 1. 16,666,667 Ordinary Shares 2. 20,000,000 Ordinary Shares 3. 13,272,356 Performance Rights 4. 50,000,000 Performance Rights 5. 60,000,000 Performance Rights 6. 15,000,000 Performance Rights |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| 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) | 1. Fully Paid Ordinary Shares 2. Fully Paid Ordinary Shares 3. Performance Rights | ||||
| Number of performance rights | 13,272,356 . This number has been calculated based on 3.12 years of directors fees at $90,000 per annum divided by $0.0211 (being the 5 day VWAP up to and including 21 August 2017). | |||||
| Vesting conditions | Service-based vesting conditions only. | |||||
| Tranche 1 | 4,739,293 on 1 October 2018. (Being continued service from 21 August 2017 to 30 September 2018 | |||||
| Tranche 2 | 4,266,531 on 1 October 2019. (Being continued service from 1 October 2018 to 30 September 2019) | |||||
| Tranche 3 | 4,266,531 on 1 October 2020 (Being continued service from1 October 2019 to 30 September 2020) | |||||
| Expiry Date | The performance rights will expire, if not exercised, one year after the relevant vesting date for each tranche of performance rights (see above) | |||||
| 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 exercisable at nil cost. | |||||
| 4. Performance Rights | ||||||
| Number of performance rights | 50,000,000 | |||||
| Vesting conditions | Service-based vesting conditions only. | |||||
| Tranche 1 | 16,666,667 immediate | |||||
| Tranche 2 | 16,666,667 on 1 December 2018 | |||||
| Tranche 3 | 16,666,666 on 1 December 2019 | |||||
| Expiry Date | The performance rights will expire, if not exercised, one year after the relevant vesting date for each tranche of performance rights (see above). | |||||
| 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 exercisable at nil cost. |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| 5. Performance Rights granted as LTIs: | ||||||||
| Number of performance rights | 60,000,000 | |||||||
| Vesting conditions | Based on meeting minimum service conditions and Key Performance Indicators. | |||||||
| Vesting Date | Tranche 1: 20,000,000 immediate Tranche 2: 20,000,000 on 1 December 2018 Tranche 3: 20,000,000 on 1 December 2019 | |||||||
| Expiry Date | The performance rights will expire, if not exercised, one year after the relevant vesting date for each tranche of performance rights (see above). | |||||||
| 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 exercisable at nil cost. | |||||||
| 6. Performance Rights granted as LTIs: | ||||||||
| Number of performance rights | 15,000,000 | |||||||
| Vesting conditions | Based on meeting minimum service conditions and Key Performance Indicators. | |||||||
| Vesting Date | Tranche 1: 5,000,000 on 1 June 2018 Tranche 2: 5,000,000 on 1 June 2019 Tranche 3: 5,000,000 on 1 June 2020 | |||||||
| Expiry Date | The performance rights will expire, if not exercised, one year after the relevant vesting date for each tranche of performance rights (see above). | |||||||
| 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 exercisable at nil cost. |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| 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 | 1. Pari Passu with existing Fully Paid Ordinary Shares 2. Pari Passu with existing Fully Paid Ordinary Shares 3. Yes, if/when the Performance Rights vest to shares 4. Yes, if/when the Performance Rights vest to shares 5. Yes, if/when the Performance Rights vest to shares 6. Yes, if/when the Performance Rights vest to shares | ||
| 5 | Issue price or consideration | 1. Nil 2. Nil 3. Nil 4. Nil 5. Nil 6. Nil |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | 1. Mr Marc Voigt exercises 1 st tranche of his performance rights which vested to him i.e. 16,666,667 to convert to ordinary shares, in accordance with shareholder approval received at the AGM on 17 November 2017. 2. Vesting & exercise of Performance Rights under the Executive Incentive Plan into fully paid ordinary shares. 3. Issued to Grant Chamberlain in lieu of cash for his services as a non-executive director, in accordance with shareholder approval at the AGM held on 17 November 2017. 4. Performance Rights are issued to employee under the Executive Incentive Plan. 5. Performance Rights are issued to employee under the Executive Incentive Plan. 6. Performance Rights are issued to employee under the Executive Incentive Plan. | ||
| 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 | ||
| 6b | The date the security holder resolution under rule 7.1A was passed | 17 November 2017 | ||
| 6c | Number of +securities issued without security holder approval under rule 7.1 | N/A | ||
| 6d | Number of +securities issued with security holder approval under rule 7.1A | N/A |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| 6e | Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) | 1. 16,666,667 ordinary shares are issued on exercise of 1 st tranche out of 50,000,000 performance rights approved for Mr Marc Voigt at the AGM on 17 November 2017. 3. 13,272,356 performance rights approved at the AGM on 17 November 2017 for Non-Executive Director, Mr Grant Chamberlain. 4. 50,000,000 performance rights approved at the AGM on 17 November 2017 for CEO & Executive Director, Mr Marc Voigt. | ||
| 6f | Number of +securities issued under an exception in rule 7.2 | 75,000,000 performance rights issued under exception 9 in rule 7.2 20,000,00 ordinary shares issued on exercise of performance rights. | ||
| 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 |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| 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. | 4 December 2017 | ||||
| Number | + Class | |||||
| 8 | Number and + class of all + securities quoted on ASX ( including the securities in clause 2 if applicable) | 2,399,329,199 | Ordinary fully paid shares (ASX: PRR) |
| Number | + Class - Options | |||||||||||
| 9 | Number and + class of all | Amount | Exercise Price | Expiration Date | ||||||||
| + securities not quoted on the ASX (including the securities in clause 2 if applicable) | 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 | |||||||||
| 793103 | $ | 0.057 | 30 October 2020 | |||||||||
| 1,026,272 | $ | 0.040 | 7 March 2021 | |||||||||
| 8,475,995 | $ | 0.025 | 4 August 2025 | |||||||||
| Number | + Class Warrants over NASDAQ listed American Depository Shares | |||||||||||
| Amount | Exercise Price | Terms | ||||||||||
| 1,973,451 | US$2.50 | Each Warrant entitles the holder to purchase 1 ADS (where one ADS = 100 Ordinary Shares) at the exercise price and is exercisable immediately. Each Warrant will expire 5 January 2023 | ||||||||||
| Number | + Class Performance Rights | |||||||||||
| Amount | Type | Expiration Date | ||||||||||
| 3,900,000 | STI | 30 November 2018 | ||||||||||
| 16,731,373 | LTI | 30 October 2018 | ||||||||||
| 8,209,101 | NED PRs | Each tranche of NED PRs will expire one year after Vesting Date if not exercised as indicated in the appendix 3B released on 6 December 2016. |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| 13,272,356 | NED PRs | Each tranche of NED PRs will expire one year after Vesting Date if not exercised as indicated in this appendix 3B released on 4December 2017 | ||||||||
| 73,333,333 | LTI | Each tranche of LTIs will expire one year after Vesting Date if not exercised as indicated in this appendix 3B released on 4 December 2017 | ||||||||
| 15,000,000 | LTI | Each tranche of LTIs will expire one year after Vesting Date if not exercised as indicated in this appendix 3B released on 4 December 2017 | ||||||||
| Number | + Class Convertible Notes | |||||||||
| Amount | Type | Expiration Date | ||||||||
| 13,750,828 | Convertible Notes each with a face value of AU$1, expiring on 4 August 2025 | |||||||||
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | Unchanged |
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 |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| 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 |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| 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) | Securities described in Part 1 | |||
| (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
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
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 | 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 |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| 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 |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
| Sign here: | Date: 4 December 2017 | |||
| Print name: | Company secretary Tom Bloomfield |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
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 | 2,073,076,271 | |
| 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 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 | 63,126,128 | |
| Subtract the number of fully paid +ordinary securities cancelled during that 12 month period | Nil | |
| A | 2,136,202,399 |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| Step 2: Calculate 15% of A | ||
| B | 0.15 [Note: this value cannot be changed] | |
| Multiply A by 0.15 | 320,430,360 | |
| 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 | Nil | |
| C | Nil | |
| 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 | 320,430,360 | |
| Subtract C Note: number must be same as shown in Step 3 | Nil | |
| Total [ A x 0.15] C | 320,430,360 Note: this is the remaining placement capacity under rule 7.1 |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| 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 | 2,136,202,399 | |
| Step 2: Calculate 10% of A | ||
| D | 0.10 Note: this value cannot be changed | |
| Multiply A by 0.10 | 213,620,240 | |
| 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 |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880
| 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 | 213,620,240 | |
| Subtract E Note: number must be same as shown in Step 3 | Nil | |
| Total [ A x 0.10] E | 213,620,240 Note: this is the remaining placement capacity under rule 7.1A |
Limited, Level 12, 95 Pitt St, Sydney NSW 2000
Phone: +61 2 8315 7003 Fax: +61 2 8569 1880