Full Press Release Details
Company Announcements Office
Australian Securities Exchange
Notice under Section 708A(5)(e) Corporations Act
2nd October 2014, Prima BioMed Ltd ( the
Company ) issued 29,592,588 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.
| Yours faithfully |
| Prima BioMed Ltd |
| Deanne Miller |
| Company Secretary |
BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 9276 1284
www.primabiomed.com.au ABN: 90 009 237 889
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
New issue announcement,
application for quotation of additional
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 |
| Prima BioMed Ltd ( Company ) |
| ABN |
| 90 009 237 889 |
We (the entity) give ASX the following information.
You must complete the relevant sections (attach sheets if there is
| 1 | + Class of + securities issued or to be issued | a) Ordinary fully paid shares ( Ordinary Shares ) b) Unlisted options over Ordinary Shares ( Options ) c) Convertible Security ( Convertible Security ) | ||
| 2 | Number of + securities issued or to be issued (if known) or maximum number which may be issued | a) 29,592,588 Ordinary Shares b) 19,800,000 Options exercisable at A$0.05475 per Option into Ordinary Shares on or before 3 October 2017. c) Convertible Security with a face value of US$2,500,000. |
BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 9276 1284
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) | a) Ordinary Shares | ||
| Ordinary Shares will rank pari passu with existing Ordinary Shares. | ||||
| b) Options | ||||
| The Options will be exercisable at A$0.05475 per Option into Ordinary Shares on or before 3 October 2017. The Options will not be quoted. On exercise of the Options, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares. | ||||
| c) Convertible Security | ||||
| The face value of the Convertible Security is US$2,500,000 (the Principal Amount ). | ||||
| The Convertible Security does not bear interest. | ||||
| The Convertible Security shall be convertible into new Ordinary Shares of the Company determined by dividing the Principal Amount by, at the election of the holder: (a) 92.5% of the average of the five daily VWAPs per share during a specified period prior to the conversion date of the Convertible Security; or (b) 140% of the average of the daily VWAPs per share during the 20 trading days prior to 2 October 2014. | ||||
| The Ordinary Shares issued upon conversion of the Convertible Security will rank pari passu with existing Ordinary Shares. | ||||
| The Convertible Security does not carry any voting rights at meetings of shareholders of the Company, and have no rights of participation in any rights issues undertaken by the Company prior to their conversion. |
BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 9276 1284
www.primabiomed.com.au ABN: 90 009 237 889
| 4 | Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted + securities? | a) | The Ordinary Shares rank pari passu with existing Ordinary Shares. | |||
| 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 | b) c) | The Options will not be quoted. On exercise of the Options, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares. On conversion of the Convertible Security, the Ordinary Shares will rank pari passu with existing Ordinary Shares. | ||||
| 5 | Issue price or consideration | a) | 11,792,588 Ordinary Shares are issued for US$349,330 in total, and 17,800,000 Ordinary Shares are issued for nil consideration. | |||
| b) | Options are issued for nil consideration. | |||||
| c) | US$2,500,000 for the Convertible Security. | |||||
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | (a) & (b) The Ordinary Shares and Options were issued to secure the Share Purchase and Convertible Security Agreement, details of which were announced to the market on 2 October 2014. (c) The purpose of the issue of the Convertible Security 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 | No | ||||
| 6b | The date the security holder resolution under rule 7.1A was passed | Not applicable |
BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 9276 1284
www.primabiomed.com.au ABN: 90 009 237 889
| 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) | Not applicable | ||
| 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 | ||
| 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 | Not applicable | ||
| 7 | Dates of entering + securities into uncertificated holdings or despatch of certificates | 2 October 2014 |
BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 9276 1284
www.primabiomed.com.au ABN: 90 009 237 889
| Number | + Class | |||||||||
| 8 | Number and + class of all + securities quoted on ASX ( including the securities in clause 2 if applicable) | 1,258,301,929 77,378,696 | Ordinary fully paid shares (ASX: PRR) Options exercisable at $0.20 on or before 19 June 2017 (PRRO) | |||||||
| 9 | Number and + class of all | Number | +Class - Options | |||||||
| + securities not quoted on ASX ( including the + securities in | Amount | Exercise Price | Expiration Date | |||||||
| 1,884,253 | $0.2685 | 9 November 2014 | ||||||||
| section 2 if applicable) | 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 | ||||||||
| Number | +Class Convertible Securities | |||||||||
| 1 | Convertible Security with a face value of US$2,500,000 | |||||||||
| Number | +Class Performance Rights | |||||||||
| Amount | Type | Expiration Date | ||||||||
| 11,467,525 | STI | 30 October 2015 | ||||||||
| 26,715,686 | LTI | 30 October 2018 | ||||||||
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | Unchanged |
BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 9276 1284
www.primabiomed.com.au ABN: 90 009 237 889
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 | ||
| 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 |
BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 9276 1284
www.primabiomed.com.au ABN: 90 009 237 889
| 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 | ||
| 30 | How do + security holders sell their entitlements in ful l 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
BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 9276 1284
www.primabiomed.com.au ABN: 90 009 237 889
| 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 |
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 |
BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 9276 1284
www.primabiomed.com.au ABN: 90 009 237 889
| 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 |
BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 9276 1284
www.primabiomed.com.au ABN: 90 009 237 889
| Sign here: | Date: | 2 October 2014 | ||||||
| Company secretary | ||||||||
| Print name: | Deanne Miller |
BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000
Phone: +61 2 9276 1224 Fax: +61 2 9276 1284
www.primabiomed.com.au ABN: 90 009 237 889