IMRN
Rule 2.7, 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.
Monday, July 31, 2017 1 min read
Key Takeaway: 2.7, 3.10.3, 3.10.4, 3.10.5
for Quotation of Additional
or documents not available now must be given to ASX as soon as available.
and documents given to ASX become ASX's property and may be made public.
01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/0
Full Press Release Details
2.7, 3.10.3, 3.10.4, 3.10.5
for Quotation of Additional
or documents not available now must be given to ASX as soon as available.
and documents given to ASX become ASX's property and may be made public.
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 |
| Immuron Limited (ASX: IMC) (NASDAQ: IMRN) |
(the entity) give ASX the following information.
must complete the relevant sections (attach sheets if there is not enough space).
| 1 | + Class of + securities issued or to be issued | Ordinary Shares (IMC) |
| 2 | Number of + securities issued or to be issued (if known) or maximum number which may be issued | 399,045 |
| 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) | Ordinary Fully Paid Shares (IMC) |
| 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 (IMC) |
| 5 | Issue price or consideration | $75,333.35 |
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | Repayment of Convertible Note Security in accordance with executed funding agreement with a New York based Investment fund provider announced to the ASX on 17 th Feb 2016. |
| 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 | 29 November 2016 |
| 6c | Number of + securities issued without security holder approval under rule 7.1 | 399,045 Ordinary Fully Paid Shares (IMC) |
| 6d | Number of + securities issued with security holder approval under rule 7.1A | Nil |
| 6e | Number of + securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) | Nil |
| 6f | Number of + securities issued under an exception in rule 7.2 | Nil |
| 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 | Refer to the attached Appendix 1 |
| 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. | 28 July 2017 |
| | | Number | + Class |
| 8 | Number and + class of all + securities quoted on ASX ( including the + securities in section 2 if applicable) | 128,440,462* 2,000,000 | Fully Paid Ordinary Shares (IMC) Fully Paid Ordinary Shares (IMC) held in escrow as security for any repayment default of the Convertible Loan. These will either be purchased by the Investor or cancelled at end of agreement. |
| | | 25,289,894 | Listed Options (IMCOB) exercisable at A$0.55 on or before 30 Nov 2019 |
| | | * This number does not include 3,660,000 shares (91,500 ADSs) which, pursuant to the ASX announcement on 9 June 2017, may be issued for any over-allocations under the NASDAQ IPO listing. |
| 9 | Number and + class of all + securities not quoted on ASX ( including the + securities in section 2 if applicable) | | Qty | +Class (Options over Ordinary Shares) | |
| | Amount | Exercise Price | Expiration Date | ASX Code | |
| | 62,500 | AUD$1.556 | 1 Nov 2017 | IMCSO2 | |
| | 1,050,000 | AUD$0.500 | 1 Oct 2018 | IMCAC | |
| | 1,000,000 | AUD$0.570 | 24 Feb 2019 | IMCAI | |
| | 15,380 | AUD$1.892 | 28 Feb 2019 | IMCAI | |
| | 140,056 | AUD$0.300 | 28 May 2019 | IMCAI | |
| | | | 7,625,532* | AUD$0.500 | 27 Nov 2019 | IMCAI | |
| | | | 14,493 | AUD$1.944 | 30 Nov 2021 | IMCRM1 | |
| | | | 29,668 | AUD$1.876 | 17 Jan 2022 | IMCRM2 | |
| | | | 28,060,000 (701,500 Warrants) | USD$10.00 for every 40 options | 13 Jun 2022 | IMCAI | |
| | | | 37,997,629 | Total | | | |
| | | | *1,000,000 of these options are subject to shareholder approval and will be tabled at the next members meeting. | |
| 9 | Number and + class of all + securities not quoted on ASX ( including the + securities in section 2 if applicable) | | Qty | +Class (Convertible Notes - IMCAA) | |
| | 150,667 | A$150,667 Face Value Convertible Note repayable over a remaining 2 mth period settled at the Company's discretion by way of either: - the issuance of new Shares at a 10% discount to VWAP average price of any 5 days over the 20 days immediately prior to a repayment date; or - a cash repayment of the due amount plus a 2.5% premium. | |
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | Unchanged | |
| 11 | Is security holder approval required? | - |
| 12 | Is the issue renounceable or non-renounceable? | - |
| 13 | Ratio in which the + securities will be offered | - |
| 14 | + Class of + securities to which the offer relates | - |
| 15 | + Record date to determine entitlements | - |
| 16 | Will holdings on different registers (or sub-registers) be aggregated for calculating entitlements? | - |
| 17 | Policy for deciding entitlements in relation to fractions | - |
| 18 | Names of countries in which the 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 acceptances or renunciations | - |
| 20 | Names of any underwriters | - |
| 21 | Amount of any underwriting fee or commission | - |
| 22 | Names of any brokers to the issue | - |
| 23 | Fee or commission payable to the broker to the issue | - |
| 24 | Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders | - |
| 25 | If the issue is contingent on security holders' approval, the date of the meeting | - |
| 26 | Date entitlement and acceptance form and offer documents will be sent to persons entitled | - |
| 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 | - |
| 28 | Date rights trading will begin (if applicable) | - |
| 29 | Date rights trading will end (if applicable) | - |
| 30 | How do security holders sell their entitlements in full through a broker? | - |
| 31 | How do security holders sell part of their entitlements through a broker and accept for the balance? | - |
| 32 | How do security holders dispose of their entitlements (except by sale through a broker)? | - |
| 33 | + Issue date | - |
3 - Quotation of securities
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 |
that have ticked box 34(a)
securities forming a new class of securities
| 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 |
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 | |
| 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) | |
| | | Number | + Class |
| 42 | Number and + class of all + securities quoted on ASX ( including the + securities in clause 38) | | |
An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
| Sign here: | | | Date: Friday, 28 th July 2017 |
| | Company Secretary & CFO | | |
| Print name: | Peter Vaughan | | |
of placement capacity under rule 7.1
rule 7.1A for eligible entities
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 | 101,420,624 |
| 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 | 2,960,793 (LR 7.2) 25,660,000 (LR 7.3) |
| Subtract the number of fully paid + ordinary securities cancelled during that 12 month period | Nil |
| "A" | 130,041,417 |
| Step 2: Calculate 15% of "A" |
| "B" | 0.15 [Note: this value cannot be changed] |
| Multiply "A" by 0.15 | 19,506,213 |
| 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: - 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 | 7,719,045 |
| "C" | 11,787,168 |
| Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1 |
| "A" x 0.15 Note: number must be same as shown in Step 2 | 19,506,213 |
| Subtract "C" Note: number must be same as shown in Step 3 | 7,719,045 |
| Total ["A" x 0.15] - "C" | 11,787,168 [ Note : this is the remaining placement capacity under rule 7.1] |
| Rule 7.1A - Additional placement capacity for eligible entities |
| Step 1: Calculate "A", the base figure from which the placement capacity is calculated |
| "A" Note: number must be same as shown in Step 1 of Part 1 | 130,041,417 |
| Step 2: Calculate 10% of "A" |
| "D" | 0.10 Note: this value cannot be changed |
| Multiply "A" by 0.10 | 13,004,142 |
| 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 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 | Nil |
| "E" | Nil |
| Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A |
| " A " x 0.10 Note: number must be same as shown in Step 2 | 13,004,142 |
| Subtract "E" Note: number must be same as shown in Step 3 | Nil |
| Total ["A" x 0.10] - "E" | 13,004,142 [ Note : this is the remaining placement capacity under rule 7.1A] |