Full Press Release Details
151 Macquarie Street Sydney NSW 2000 Australia 17 May 2013 ASX Market Announcements ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam Notice under section 708A(5)(e) of the Corporations Act and Appendix 3B
This notice is given by Prima BioMed Ltd ABN 90 009 237 889 (Company) under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act). Pursuant to Shareholder approval received at yesterday s general meeting, the Company has
today issued 13,287,500 fully paid ordinary shares (Shares) to its directors and 1,250,000 Shares to certain institutional investors on the same terms and price as the recently completed Share purchase plan (SPP). The issue price for new Shares
under the SPP, which was calculated as the volume weighted average price of existing Shares traded on ASX over the 10 trading days prior to the date of their issue, less a discount of 5%, was $0.08 per Share. The proceeds from the SPP and the
additional placements pursuant to the resolutions passed at yesterday s general meeting amount to $6,166,676. As approved by Shareholders yesterday and based on appropriate market conditions, the Company may look to place additional Shares on
the same terms as the SPP to sophisticated and professional investors within the next three months. These proceeds enable the Company to co-fund up to three phase 2 trials of CVac in additional cancer indications in conjunction with the EUR
3.8 million grant recently awarded by the Saxony Development Bank in Germany. For the purposes of section 708A(6) of the Corporations Act, the Company advises that: (a) the Shares issued to the institutional investors and to directors as
advised in this Notice were issued to investors without disclosure under Part 6D.2 of the Corporations Act; (b) this notice is being given under section 708A(5)(e) of the Corporations Act; (c) as at the date of this notice, the Company has
complied with: (i) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
section 674 of the Corporations Act, (d) as at the date of this notice, there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Corporations Act. An Appendix 3B in relation to the issue of Shares is
attached. Yours sincerely Deanne Miller General Counsel & Company Secretary About Prima BioMed Prima BioMed is a globally active leader in the development of personalised bio-therapeutic products for cancer. Prima BioMed is dedicated to
leveraging its technology and expertise to bring innovative treatment options to market for patients and to maximise value to shareholders. Prima BioMed s lead product is CVac , an autologous dendritic cell-based product currently in
clinical trials for ovarian cancer patients in remission and soon to be in trials for other cancer types.
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 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 (Company) 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 Fully paid ordinary shares in the Company be issued
(Shares). 2 Number of +securities issued or 77,083,450 Shares were issued under the to be issued (if known) or SPP (defined below). This number includes maximum number which may the Shares issued to directors following be issued member approval at
the Company s general meeting (held on Thursday, 16 May 2013) as well as those issued to certain sophisticated and professional investors. 3 Principal terms of the +securities Fully paid ordinary shares. (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) + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 1
+securities rank equally Yes. 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 5 Issue price or consideration $0.08 per
Share. 6 Purpose of the issue As set out in the offer booklet for the share (If issued as consideration for purchase plan (SPP) given to ASX on 11 April the acquisition of assets, clearly 2013, the gross proceeds of the SPP (and identify those
assets) together with the gross proceeds of the Company s entitlement offer (Entitlement Offer) of options which is currently being conducted, further details of which are set out in the prospectus issued in relation to the Entitlement Offer)
will be used to: co-fund up to three phase 2 trials of CVac in additional cancer indications and continue the ongoing clinical program; continue CVac manufacturing optimisation programs to move toward a commercially successful and global
product manufacturing platform; provide general working capital for the Company and add security to the balance sheet; and pay the costs of the SPP (and the Entitlement Offer).
entity an +eligible entity No. 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 6b The date the security
holder N/A. resolution under rule 7.1A was passed 6c Number of +securities issued N/A. without security holder approval under rule 7.1 6d Number of +securities issued N/A. with security holder approval under rule 7.1A 6e Number of +securities issued
N/A. with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued N/A. under an exception in rule 7.2 6g If +securities issued under rule N/A. 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. 6h If +securities were issued under N/A. rule 7.1A for non-cash consideration, state date on
which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity s remaining N/A. issue capacity under rule 7.1 and rule 7.1A complete Annexure 1 and release to ASX Market Announcements + See chapter 19
for defined terms. 04/03/2013 Appendix 3B Page 3
dates Friday, 17 May 2013. 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. Number +Class 8 Number and +class of all 1,143,146,838 Ordinary fully paid +securities quoted on ASX shares (ASX: PRR). (including the +securities in section 2 if applicable) Number +Class Options 9
Number and +class of all Amount Exercise Price Expiration Date ASX Code +securities not quoted on ASX 1,884,253 $0.2685 9 November 2014 PRRAS (including the +securities in 1,884,253 $0.2360 8 December 2014 PRRAU section 2 if applicable)
1,061,411 $0.2271 12 January 2015 PRRAY 1,118,211 $0.2345 12 February 2015 PRRAW 1,075,269 $0.2277 18 March 2015 PRRAZ 500,000 $0.2500 6 May 2015 PRRAC 1,055,011 $0.2351 19 May 2015 PRRAD 32,500,000 $0.2000 6 December
2013 PRRAL 2,000,000 $0.1000 6 December 2014 PRRAL 500,000 $0.1000 26 August 2014 PRRAL 740,741 $0.3390 1 February 2016 PRRAL 100,000 $0.2790 3 November 2014 PRRAL 100,000 $0.2329 3 January 2015 PRRAL 2,800,000 $0.1850
1 August 2015 PRRAL 200,000 $0.1730 20 February 2016 PRRAL 47,519,149 Total 10 Dividend policy (in the case of a No change. trust, distribution policy) on the increased capital (interests) Part 2 Pro rata issue 11 Is security holder
approval N/A. required? 12 Is the issue renounceable or non N/A. renounceable? 13 Ratio in which the +securities N/A. will be offered 14 +Class of +securities to which the N/A. offer relates
date to determine N/A. entitlements 16 Will holdings on different N/A. registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/A. in relation to fractions 18 Names of countries in which the N/A.
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. 19 Closing date for receipt of N/A. acceptances or renunciations 20
Names of any underwriters N/A. 21 Amount of any underwriting fee N/A. or commission 22 Names of any brokers to the N/A. issue 23 Fee or commission payable to the N/A. broker to the issue 24 Amount of any handling fee N/A. payable to brokers who
lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on N/A. security holders approval, the date of the meeting 26 Date entitlement and acceptance N/A. form and offer documents will be sent to persons
entitled + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 5
entity has issued options, N/A. and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if N/A. applicable) 29 Date rights trading will end (if N/A.
applicable) 30 How do security holders sell N/A. their entitlements in full through a broker? 31 How do security holders sell part N/A. of their entitlements through a broker and accept for the balance? 32 How do security holders dispose N/A. of
their entitlements (except by sale through a broker)? 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 (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
+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 39 +Class of +securities for which quotation is sought 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 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 7
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) Number +Class 42 Number and +class of all +securities
quoted on ASX (including the +securities in clause 38) Quotation agreement 1 +Quotation of our additional +securities is in ASX s absolute discretion. ASX may quote the +securities on any conditions it decides. 2 We warrant the following to
ASX. ? The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. ? There is no reason why those +securities should not be granted +quotation. ? An offer of the +securities for sale within 12 months after
their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty ?
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or
1016F of the Corporations Act at the time that we request that the +securities be quoted. ? If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time
that we request that the +securities be quoted. 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We
warrant that they are (will be) true and complete. Sign here: . Date: 17 May 2013 Company secretary Print name: Deanne Miller == == == == == + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 9