Full Press Release Details
PRIMA BIOMED Australian Cancer Treatment Company
ASX/Media Release (Code: ASX: PRR; NASDAQ: PBMD; ISIN: US74154B2034) 15 August 2013 PRIMA BIOMED ISSUES THE FOLLOWING NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT AND APPENDIX 3B SYDNEY, AUSTRALIA - Prima BioMed Ltd (ASX: PRR; NASDAQ:
US74154B2034) ( Prima , the Company ) has announced 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).
The Company has today issued 36,087,500 fully paid ordinary shares (Shares) to certain sophisticated and professional investors (as those terms are defined in section 708 of the
Corporations Act) from the shortfall from the Company s recently completed Share purchase plan. The Company advises that, after this placement, it will not place any additional shares from the Share Purchase Plan shortfall. For the purposes of
section 708A(6) of the Corporations Act, the Company advises that:
(a) the Shares 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
(ii) 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 noted above is attached. 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 starting in trials for pancreatic, colorectal, and triple-negative breast cancers.
For further information please contact:
Ms. Jessica Brown, Prima
+1 (919) 710-9061; jessica.brown@primabiomed.com.au
Australia Investor/Media:
Mr. James Moses, Mandate Corporate
991 574; james@mandatecorporate.com.au
Europe Investor/Media:
Mr. Axel M hlhaus, edicto GmbH
+49 (0) 69 905505-52; amuehlhaus@edicto.de
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
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 | Fully Paid Ordinary Shares (PRR) | ||
| 2 | Number of + securities issued or to be issued (if known) or maximum number which may be issued | 36,087,500 Shares issued to certain sophisticated and professional investors in accordance with the shareholder approval obtained at the EGM on 16 May 2013 to issue SPP shares shortfall shares (Shortfall Placement) | ||
| 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) | Pari passu with existing Ordinary Fully Paid Shares (PRR) |
| 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 (PRR) $0.08 per Share (with respect to the Shares issued under the Shortfall Placement) Shortfall Placement The funds raised under the Shortfall Placement will be applied towards: - co-funding up to three phase 2 trials of CVac in additional cancer indications and continuing the ongoing clinical program; - continuing CVac manufacturing optimisation programs to move toward a commercially successful and global product manufacturing platform; and | ||
| 5 | Issue price or consideration | - providing general working capital for the Company and adding security to the balance sheet. | ||
| 6 6a 6b 6c | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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 The date the security holder resolution under rule 7.1A was passed Number of + securities issued without security holder approval under rule 7.1 | No. N/A. N/A. |
| 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) | 36,087,500 shares issued with member approval under listing rule 7.3 obtained at the Company s general meeting held on 16 May 2013. | ||||
| 6f | Number of + securities issued under an exception in rule 7.2 | N/A. | ||||
| 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 | N/A. | ||||
| 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. | 15th August 2013 Number 1,228,709,341 77,378,696 | +Class Ordinary fully paid shares (ASX: PRR) Options exercisable at $0.20 on or before 19 June 2017 (PRRO) | |||
| 8 | Number and + class of all + securities quoted on ASX (including the + securities in section 2 if applicable) |
| 9 | Number and + class of all + securities not quoted on ASX (including the + securities in section 2 if applicable) | Number Amount | +Class - Options Exercise Price | Expiration Date | ASX Code | |||||
| 1,884,253 1,884,253 1,061,411 1,118,211 1,075,269 500,000 1,055,011 32,500,000 2,000,000 500,000 740,741 100,000 100,000 2,800,000 200,000 47,519,149 | $0.2685 $0.2360 $0.2271 $0.2345 $0.2277 $0.2500 $0.2351 $0.2000 $0.1000 $0.1000 $0.3390 $0.2790 $0.2329 $0.1850 $0.1730 Total | 9 November 2014 8 December 2014 12 January 2015 12 February 2015 18 March 2015 6 May 2015 19 May 2015 6 December 2013 6 December 2014 26 August 2014 1 February 2016 3 November 2014 3 January 2015 1 August 2015 20 February 2016 | PRRAS PRRAU PRRAY PRRAW PRRAZ PRRAC PRRAD PRRAL PRRAL PRRAL PRRAL PRRAL PRRAL PRRAL PRRAL | |||||||
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | Unchanged |
Part 2 - Pro rata issue
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of 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
Entities that have ticked box 34(b)
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.
4 We give 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: 15th August 2013 | |||
| Company secretary | ||||
| Print name: | Deanne Miller |