Full Press Release Details
Company Announcements Office
27th May 2015, Prima BioMed Ltd ( the Company )
issued 28,000,000 fully paid ordinary shares to Ridgeback Capital Investments. These shares were issued due to the conversion of the convertible note held by Bergen Global Opportunity Fund, LP, under the terms of the Share Purchase and Convertible
Security Agreement announced on 2nd October 2014, which precipitated a change to the terms of the Agreement with Ridgeback Capital Investments announced on 14th May 2015.
In addition to the above issuance, the Company also issued further securities as detailed in the Appendix 3Bs released on 25th and 26th of May 2015 and in the attached Appendix 3B released today.
Accordingly the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the
Corporations Act ) that:
| Yours faithfully P r i m a B i o M e d L t d |
| Deanne Miller |
| Company Secretary |
BioMed Ltd, 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
1 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 | Ordinary Shares | ||
| 2 | Number of + securities issued or to be issued (if known) or maximum number which may be issued | 33,242,424 Ordinary Shares |
BioMed Ltd, 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 (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 Shares (PRR) | ||
| 4 | Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted + securities? | Yes (PRR) | ||
| 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 | 5.019 cents per share as a result of the exercise of 5,000,000 warrants. 2 cents per share from the issue of 28,000,000 shares to Ridgeback. | ||
| 7.774 cents per share as a result of the exercise of 242,424 Employee Share Options. |
BioMed Ltd, 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 r el a tion to the + s ec u r iti e s the s ub ject o f this A p p e nd ix 3 B , 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 | 28,000,000 Ordinary Shares | ||
| 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 | 5,242,424 Ordinary Shares | ||
| 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 |
BioMed Ltd, 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 | 27 May 2015 |
| Number | + Class | |||||||||
| 8 | Number and + class of all + securities quoted on ASX ( including the securities in clause 2 if applicable) | 1,709,133,101 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 | |||||||
| Amount | Exercise Price | Expiration Date | ||||||||
| 740,741 | $0.3390 | 1 February 2016 | ||||||||
| 2,800,000 | $0.1850 | 1 August 2015 | ||||||||
| 200,000 | $0.1730 | 20 February 2016 | ||||||||
| 1,515,752 | $0.0774 | 30 June 2018 | ||||||||
| 165,116 | $0.0774 | 30 June 2018 | ||||||||
| 189,990,000 | $0.05019 | 12 December 2018 | ||||||||
| 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. |
BioMed Ltd, 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
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 |
BioMed Ltd, 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
| 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 | ||
| 30 | How do + security holders sell their entitlements in full through a broker? | Not applicable | ||
| 31 | How do + security holders sell pa r t 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 |
BioMed Ltd, 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
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
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 8569 1880
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 8569 1880
www.primabiomed.com.au ABN: 90 009 237 889
| Sign here: | Date: | 27 May 2015 | ||||||
| Company secretary | ||||||||
| Print name: | Deanne Miller |
BioMed Ltd, 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
Appendix 3B Annexure 1
Calculation of placement capacity under
rule 7.1 and rule 7.1A for
Introduced 01/08/12 Amended 04/03/13
| Rule 7.1 Issues exceeding 15% of capital | ||
| Step 1 : Ca l culate A , t h e ba s e figure from which the p l a c ement capa c ity i s c al c u l at e d | ||
| Inse r t 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 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 | 357,280,310 | |
| S ubt r a c t the number of fully paid +ordinary securities cancelled during that 12 month period | Nil | |
| A | 1,585,989,651 |
BioMed Ltd, 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 : Ca l culate 1 5 % of A | ||
| B | 0.15 [Note: this value cannot be changed] | |
| M ultip l y A by 0.15 | 237,898,448 | |
| Step 3 : Ca l culate C , t h e a mount of pla ce ment c ap a city under rule 7 . 1 t h at has a l r ea d y been used | ||
| Inse r t 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 | 228,000,000 | |
| C | 228,000,000 | |
| Step 4 : Sub t ract C from [ A x B ] to c al c ula t e r e m aining place m ent c a p acity u nder rule 7.1 | ||
| A x 0.15 Note: number must be same as shown in Step 2 | 237,898,448 | |
| S ubt r a c t C Note: number must be same as shown in Step 3 | 228,000,000 | |
| Total [ A x 0.15] C | 9,898,448 [Note: this is the remaining placement capacity under rule 7.1] |
BioMed Ltd, 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 : Ca l culate A , t h e ba s e figure from w h i c h t h e p l a c ement capa c i t y is c al c u l at e d | ||
| A Note: number must be same as shown in Step 1 of Part 1 | 1,585,989,651 | |
| Step 2 : Ca l culate 1 0 % of A | ||
| D | 0.10 Note: this value cannot be changed | |
| M ultip l y A by 0.10 | 158,598,965 | |
| Step 3 : Ca l culate E , t h e a mount o f pla ce ment c ap a city under rule 7. 1 A t h at h a s a l r eady been u s ed | ||
| Inse r t 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 | 95,143,450 | |
| E | 95,143,450 |
BioMed Ltd, 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 : Sub t ract E f rom [ A x D ] to ca l c ulate r em a ining place m ent c a p acity u nder rule 7. 1 A | ||
| A x 0.10 Note: number must be same as shown in Step 2 | 157,574,723 | |
| Subtract E Note: number must be same as shown in Step 3 | 95,143,450 | |
| Total [ A x 0.10] E | 63,455,515 Note: this is the remaining placement capacity under rule 7.1A |
BioMed Ltd, 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