Full Press Release Details
Announcements Office
Australian Securities Exchange
Notice under Section 708A(5)(e) Corporations Act
On 23rd January 2015, Prima BioMed Ltd ( the Company ) issued 15,323,414 fully paid ordinary
shares in accordance with the terms of its share purchase and convertible security agreement with Bergen Global Opportunity Fund, LP, which was announced to the market on 2nd October 2014.
Accordingly the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the Corporations Act ) that:
The appendix 3B in relation to the issue of shares noted above is attached.
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
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.
Prima BioMed Ltd (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 | Ordinary Shares | ||||
| 2 | Number of + securities issued or to be issued (if known) or maximum number which may be issued | 15,323,414 Ordinary Shares |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
| 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) | Pari passu with existing Ordinary Shares (PRR) | ||||||
| 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: | Yes (PRR) | ||||||
| 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 | ||||||||
| 5 | Issue price or consideration | USD 360,000 |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | The purpose of the issue is to raise capital for general corporate and working capital purposes. | ||||
| 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 | 14 November 2014 | ||||
| 6c | Number of + securities issued without security holder approval under rule 7.1 | Not applicable | ||||
| 6d | Number of + securities issued with security holder approval under rule 7.1A | Not applicable | ||||
| 6e | Number of + securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) | 15,323,414 ordinary shares issued for 3rd tranche approved at the AGM on 14 November 2014. | ||||
| 6f | Number of + securities issued under an exception in rule 7.2 | Not applicable | ||||
| 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. | Not applicable |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
| 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 | Not applicable | ||||||
| 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 | Dates of entering + securities into uncertificated holdings or despatch of certificates | 23 January 2015 | ||||||
| Number | + Class | |||||||
| 8 | Number and + class of all + securities quoted on ASX ( including the securities in clause 2 if applicable) | 1,389,731,156 | Ordinary fully paid shares (ASX: PRR) | |||||
| 77,378,696 | Options exercisable at $0.20 on or before 19 June 2017 (PRRO) |
| 9 Number and + class of all + securities not quoted on ASX ( including the + securities in section 2 if applicable) | Number | +Class - Options | |||||||
| Amount | Exercise Price | Expiration Date | |||||||
| 1,884,253 | $ | 0.2685 | 9 November 2014 | ||||||
| 1,884,253 | $ | 0.2360 | 8 December 2014 | ||||||
| 1,061,411 | $ | 0.2271 | 12 January 2015 | ||||||
| 1,118,211 | $ | 0.2345 | 12 February 2015 | ||||||
| 1,075,269 | $ | 0.2277 | 18 March 2015 | ||||||
| 500,000 | $ | 0.2500 | 6 May 2015 | ||||||
| 1,055,011 | $ | 0.2351 | 19 May 2015 | ||||||
| 2,000,000 | $ | 0.1000 | 6 December 2014 | ||||||
| 740,741 | $ | 0.3390 | 1 February 2016 | ||||||
| 100,000 | $ | 0.2790 | 3 November 2014 | ||||||
| 100,000 | $ | 0.2329 | 3 January 2015 | ||||||
| 2,800,000 | $ | 0.1850 | 1 August 2015 | ||||||
| 200,000 | $ | 0.1730 | 20 February 2016 | ||||||
| 1,758,176 | $ | 0.0774 | 30 June 2018 | ||||||
| 165,116 | $ | 0.0774 | 30 June 2018 | ||||||
| 19,800,000 | $ | 0.05475 | 3 October 2017 | ||||||
| 200,000,000 | $ | 0.05019 | 12 December 2018 |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
| Number | +Class Performance Rights | ||||||
| Amount | Type | Expiration Date | |||||
| 11,467,525 | STI | 30 October 2015 | |||||
| 26,715,686 | LTI | 30 October 2018 | |||||
| 6,004,902 | NED PRs | Each tranche of NED PRs will expire 30 days from each tranche vesting date indicated in this appendix 3B released on 26 November 2014. | |||||
| Number | +Class Performance Rights | ||||||
| Amount | Type | Expiration Date | |||||
| 1 | Convertible Security with a face value of US$2,500,000 |
| 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 | ||||
| 17 | Policy for deciding entitlements in relation to fractions | Not applicable |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
| 18 | Names of countries in which the entity has + security holders who will not be sent new issue documents | Not applicable | ||||
| Note: Security holders must be told how their entitlements are to be dealt with. | ||||||
| Cross reference: rule 7.7. | ||||||
| 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 |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
| 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
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 |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
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? | Not applicable | ||||||||
| 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 | ||||||||||
| 41 | Reason for request for quotation now | Not applicable | ||||||||
| Example: In the case of restricted securities, end of restriction period | ||||||||||
| (if issued upon conversion of another security, clearly identify that other security) | ||||||||||
| Number | + Class | |||||||||
| 42 | Number and + class of all + securities quoted on ASX ( including the securities in clause 38) | Not applicable |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
| Sign here: | Date: | 23 January 2015 | ||||
| Company secretary | ||||||
| Print name: | Deanne Miller |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
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 | 1,228,709,341 | |||
| 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 | 161,130,623 | |||
| 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 | 1,389,839,964 |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
| Step 2: Calculate 15% of A | ||||
| B | 0.15 | |||
| [Note: this value cannot be changed] | ||||
| Multiply A by 0.15 | 208,475,995 | |||
| 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: | 200,000,000 | |||
| 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 | ||||
| C | 200,000,000 | |||
| Step 4: Subtract C from [ A x B ] to calculate remaining placement capacity under rule 7.1 | ||||
| A x 0.15 | 208,475,995 | |||
| Note: number must be same as shown in Step 2 | ||||
| Subtract C | 200,000,000 | |||
| Note: number must be same as shown in Step 3 | ||||
| Total [ A x 0.15] C | 8,475,995 | |||
| [Note: this is the remaining placement capacity under rule 7.1] |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
Rule 7.1A Additional placement capacity for eligible entities
| Step 1: Calculate A , the base figure from which the placement capacity is calculated | ||||
| A | 1,389,839,964 | |||
| Note: number must be same as shown in Step 1 of Part 1 | ||||
| Step 2: Calculate 10% of A | ||||
| D | 0.10 | |||
| Note: this value cannot be changed | ||||
| Multiply A by 0.10 | 138,983,996 | |||
| 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 | Nil | |||
| 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 | ||||
| E | Nil |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
| Step 4: Subtract E from [ A x D ] to calculate remaining placement capacity under rule 7.1A | ||
| A x 0.10 | 138,983,996 | |
| Note: number must be same as shown in Step 2 | ||
| Subtract E | Nil | |
| Note: number must be same as shown in Step 3 | ||
| Total [ A x 0.10] E | 138,983,996 | |
| Note: this is the remaining placement capacity under rule 7.1A |
Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889