MESO
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.
Thursday, January 25, 2018 1 min read
Key Takeaway: 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
Full Press Release Details
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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
| Name of entity |
| MESOBLAST LIMITED (Mesoblast) |
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 | Ordinary shares, unquoted options to acquire ordinary shares and incentive rights. |
| 2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued | 2,637,062 ordinary shares, 5,960,000 unquoted options to acquire ordinary shares and 1,500,000 incentive rights. |
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 1 | 04/03/2013 |
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 2 | 04/03/2013 |
| 5 | Issue price or consideration | Each incentive right and option was issued for no issue price. 2,000,000 ordinary shares for nil consideration. 381,150 ordinary shares for A$550,000. 255,912 ordinary shares (fully paid) issued upon the exercise of options in accordance with the Company's Employee Share Option Plan for consideration of US$82,532. |
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | 5,960,000 unquoted options to acquire ordinary shares issued pursuant to the Company's Employee Share Option Plan, including 1,500,000 options to Jonathan R. Symonds, CBE, BA, FCA, a key strategic advisor to the Mesoblast CEO and board (see attached prospectus for more information on this issue of options). 255,912 ordinary shares (fully paid) issued upon the exercise of options in accordance with the Company's Employee Share Option Plan. 1,500,000 incentive rights to Kentgrove Capital, being the incentive rights which Mesoblast is required to issue in accordance with the terms of the 2016 Facility Agreement (see attached prospectus for more information on these securities and the facility). 2,000,000 ordinary shares (Reserve Shares) to Kentgrove Capital, being the Reserve Shares which Mesoblast is required to issue to Kentgrove in accordance with the terms of the 2016 Facility Agreement (see attached prospectus for more information on these securities and the facility). 381,150 ordinary shares to Kentgrove Capital for payment in connection with provision of facility in accordance with the terms of the 2016 Facility Agreement. |
| 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 |
| 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 |
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 3 | 04/03/2013 |
| 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 | +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. | | Number of unquoted |
| Date | options to acquire shares |
| Registered | issued |
| 19 Jan 2018 | 4,310,000 |
| 19 Jan 2018 | 150,000 |
| TBC | 1,500,000 |
| Total | 5,960,000 |
| | | Date | Number of incentive |
| | | Registered | rights issued |
| | | 19 Jan 2018 | 1,500,000 |
| | | Total | 1,500,000 |
| | | Date | Number of ordinary |
| | | Registered | shares issued |
| | | 15 Dec 2017 | 255,912 |
| | | 19 Jan 2018 | 2,000,000 |
| | | 19 Jan 2018 | 381,150 |
| | | Total | 2,637,062 |
| | | Number | +Class |
| 8 | Number and +class of all +securities quoted on ASX ( including the +securities in section 2 if applicable) | 473,238,888 | Ordinary shares |
| | | Number | +Class |
| 9 | Number and +class of all +securities not quoted on ASX ( including the +securities in section 2 if applicable) | 28,131,000 (16,665 options have been cancelled since last Appendix 3B) | Unquoted options |
| | | 1,500,000 | Incentive Rights |
| 10 | Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | All ordinary shares rank equally and participate in the right to dividends equally. |
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 4 | 04/03/2013 |
| 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 offer 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 |
| 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 offer documents 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 part of their entitlements through a broker and accept for the balance? | Not applicable |
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 5 | 04/03/2013 |
| 32 | How do security holders dispose of their entitlements (except by sale through a broker)? | Not applicable |
| 33 | +Issue date | Not applicable |
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 |
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 6 | 04/03/2013 |
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 |
| 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 | Not applicable |
| 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 | Not applicable |
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 7 | 04/03/2013 |
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
| + See chapter 19 for defined terms. | |
| Appendix 3B Page 8 | 04/03/2013 |