Full Press Release Details
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
| Name of entity |
| MESOBLAST LIMITED |
| ABN |
| 68 109 431 870 |
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. |
| 2 | Number of +securities issued or to be issued (if known) or maximum number which may be issued | 8,474, 576 ordinary shares. |
| 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) | 8,474,576 ordinary shares (fully paid) as per the company's constitution. The full amount of shares are to be held in voluntary escrow until 10 July 2019. |
| 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 |
| 5 | Issue price or consideration | US$10,000,000 (A$1.60 per share). |
| 6 | Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | In connection with the completion of the financing from NovaQuest Capital Management, L.L.C. for the continued development and commercialization of Mesoblast's allogeneic product candidate remestemcel-L (MSC-100-IV) for children with steroid refractory acute Graft versus Host Disease (aGVHD), announced to the ASX on 2 July 2018. |
| 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 |
| 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. | ||
| 10 July 2018 | |||
| Number | +Class | ||
| 8 | Number and +class of all +securities quoted on ASX ( including the +securities in section 2 if applicable) | 482,639,654 | Ordinary shares |
| Number | +Class | ||
| 9 | Number and +class of all +securities not quoted on ASX ( including the +securities in section 2 if applicable) | 23,979,334 (3,056,666 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. |
Part 2 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 |
| 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 |
| 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 |
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 |
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
(Director/Company secretary)
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 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 | 434,250,943 |
| 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 | 15 Dec 2017: 255,912 (exercise of options) 4 Sept 2017: 26,628,131 (rights issue) 18 Sept 2017: 9,563,851 (rights issue) 6 March 2018: 25,000 (exercise of options) 6 March 2018: 8,333 (exercise of options) |
| Subtract the number of fully paid + ordinary securities cancelled during that 12 month period | |
| "A" | 470,732,170 |
| Step 2: Calculate 15% of "A" | |
| "B" | 0.15 [Note: this value cannot be changed] |
| Multiply "A" by 0.15 | 70,609,826 |
| 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 | 6 Oct 2017: 158,901 ordinary shares 19 Jan 2018: 1,500,000 incentive rights 19 Jan 2018: 2,381,150 ordinary shares 15 May 2018: 892,857 ordinary shares 10 July 2018: 8,474,576 (placement of shares) |
| "C" | 13,407,484 |
| 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 | 70,609,826 |
| Subtract "C" Note: number must be same as shown in Step 3 | 13,407,484 |
| Total ["A" x 0.15] - "C" | 57,202,342 [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 | Not applicable |
| Step 2: Calculate 10% of "A" | |
| "D" | 0.10 Note: this value cannot be changed |
| Multiply "A" by 0.10 | Not applicable |
| 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 | Not applicable |
| "E" | Not applicable |
| + See chapter 19 for defined terms. | |
| 04/03/2013 | |
| Appendix 3B Page 10 |
| 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 | Not applicable |
| Subtract "E" Note: number must be same as shown in Step 3 | Not applicable |
| Total ["A" x 0.10] - "E" | Not applicable Note: this is the remaining placement capacity under rule 7.1A |
| + See chapter 19 for defined terms. | |
| 04/03/2013 | |
| Appendix 3B Page 11 |