Full Press Release Details
Australian Securities Exchange
At the 2019 Annual General Meeting, dated 26 November, 2019, shareholders approved the allotment of various restricted stock units to the Company s
Chief Executive Officer, Dr. Michael Perry (see the Notice of Meeting distributed to shareholders on 25 October 2019, together with the Results of Annual General Meeting dated 26 November 2019). Pursuant to the aforementioned
shareholder approval, please find attached ASX Appendix 3B allotting the relevant securities.
Chief Financial Officer
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
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 | a) Fully Paid Ordinary Shares b) Unlisted Restricted Security Options | |
| 2 Number of + securities issued or to be issued (if known) or maximum number which may be issued | a) 12,500 Fully Paid Ordinary Shares b) 39,554,252 Unlisted Restricted Security Options | |
| 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) | a) Same as existing quoted Fully Paid Ordinary Shares b) Refer attached Annexure 2 |
| 4 Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted + securities? | a) Yes b) Only once security units vest and vesting conditions and hurdles have been satisfied | |
| 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 | a) $0.089 b) Nil | |
| 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) | a) Exercising as part of conversion of Unlisted Options granted to Employees b) Issued as part of CEO Long Term Incentive Plan | |
| 6a Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A? | No | |
| If Yes, complete sections 6b 6h in relation to the + securities the subject of this Appendix 3B , and comply with section 6i | ||
| 6b The date the security holder resolution under rule 7.1A was passed | NA | |
| 6c Number of + securities issued without security holder approval under rule 7.1 | Nil. | |
| 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 | 12,500 Fully Paid 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. | |
| 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 to Annexure 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. | 3 December 2019 |
| Number | + Class | |||||
| 8 Number and + class of all + securities quoted on ASX ( including the + securities in section 2 if applicable) | 2,117,450,777 | Ordinary Shares | ||||
| Number | + Class | |||||
| 9 Number and + class of all + securities not quoted on ASX ( including the + securities in section 2 if applicable) | 124,146,037* 58,343,142 | Unlisted Options Unlisted Restricted Stock Units | ||||
| 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) | Not applicable. |
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. | |
| 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 | Not applicable. | |
| 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 | 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
| (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 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 | |||||
| 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) |
entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
| Sign here: | Date: 3 December 2019 | |||||
| (Company secretary) | ||||||
| Print name: | Mark Licciardo |
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 | 1,342,378,325 | |
| Add the following: Number of fully paid + ordinary securities issued in that 12 month period under an exception in rule 7.2 | 22,061,250 11/01/2019 258,799 03/04/2019 851,201 15/05/2019 300,000 21/05/2019 700,000 27/05/2019 1,500,000 31/05/2019 1,500,000 03/06/2019 1,750,000 27/06/2019 1,524,328 01/08/2019 60,933 23/08/2019 36,111,110 12/11/2019 3,740,000 14/11/2019 1,300,000 18/11/2019 12,500 28/11/2019 12,500 03/11/2019 71,682,621 | |
| Number of fully paid + ordinary securities issued in that 12 month period with shareholder approval | 186,028,209 10/12/2018 124,018,806 10/12/2018 189,952,985 18/01/2019 500,000,000 |
| Number of partly paid + ordinary securities that became fully paid in that 12 month period | Nil | |
| 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 | ||
| Subtract the number of fully paid + ordinary securities cancelled during that 12 month period | Nil | |
| A | 1,914,060,946 | |
| Step 2: Calculate 15% of A | ||
| B | 0.15 [Note: this value cannot be changed] | |
| Multiply A by 0.15 | 287,109,142 | |
| 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 | 203,389,831 20/11/2019 | |
| C | 203,389,831 |
| 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 | 287,109,142 | |
| Subtract C Note: number must be same as shown in Step 3 | 203,389,831 | |
| Total [ A x 0.15] C | 83,719,311 [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 | 1,914,060,946 | |
| Step 2: Calculate 10% of A | ||
| D | 0.10 Note: this value cannot be changed | |
| Multiply A by 0.10 | 191,406,095 | |
| 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 | 191,406,095 | |
| Subtract E Note: number must be same as shown in Step 3 | Nil | |
| Total [ A x 0.10] E | 191,406,095 Note: this is the remaining placement capacity under rule 7.1A |
SCHEDULE 2 TERMS AND CONDITIONS OF LONG TERM INCENTIVE RIGHTS
Upon the issue of the RSUs the Company will issue to the Participant a certificate stating the applicable terms of the RSU, including the
number of RSUs issued and any Vesting Conditions. The RSUs granted (and Shares issued or transferred on their vesting) will be registered in the appropriate register of the Company. For the purposes of these Terms and Conditions, Dr Perry is
referred to as the Participant .
IMPORTANT NOTE: The following summary in this Schedule 2 outlines both
(i) the terms of the existing 50 million RSUs approved by Avita shareholders at the 2017 AGM; and (ii) the terms of the proposed additional new 39,554,252 RSUs the subject of Resolution 6 at this 2019 AGM.
IN ADDITION to these RSUs, shareholders should be aware that Avita has issued as a long term incentive 15 million options to
Dr Perry as detailed in 2018 AGM Notice and as approved by Avita shareholders at the 2018 AGM.
Except to a designated beneficiary upon the Participant s death or by will or the laws of descent and distribution, the Participant may
not without prior written approval of the Board sell, assign, transfer or otherwise deal with, or grant a Security Interest over, an RSU granted to the Participant.
Except to a designated beneficiary upon the Participant s death or by will or the laws of descent and distribution, the RSU lapses
immediately on purported sale, assignment, transfer, dealing or the grant of Security Interest, unless the Board in its absolute discretion approves the dealing, or the transfer or transmission is effected by force of law on death or legal
incapacity to the Participant s legal personal representative.
No cash consideration will be payable on the grant of the RSUs unless otherwise specified in these Terms and Conditions.
Where the RSUs are subject to Vesting Conditions detailed in paragraphs 3.3 or 3.5 below; and those RSUs will only vest as the respective
Vesting Conditions are met and if not met by the specified date, the relevant RSUs will, in the absence of a resolution of the Board of the Company to the contrary, automatically lapse.
The Vesting Conditions relate to the continued tenure (of Dr Perry) as Chief Executive Officer (CEO) in accordance with his employment
agreement (Tenure Vesting), Company Share Price (Share Price Vesting) and Milestone performance (Milestone Vesting) - as set by the Board of Directors (specified below).
For the purposes of this schedule Initial Vesting Date means the earlier of:
The Tenure Vesting is deemed satisfied and a maximum of RSUs vest in the following numbers on the following dates, provided the Participant has
been continuously employed by the Company as CEO of the Company as at the relevant date since the grant of the RSUs (Continuously Employed):
For clarity where the RSUs the subject of paragraph 3.3(b) is not approved by shareholders
at the Company s 2019 AGM, those RSUs will not be issued by the Company and the Participant will not have any claim or entitlement of any nature against the Company for the failure to issue those RSUs.
Provided the Participant is and has been Continuously Employed at the relevant time:
Provided the Participant is and has been Continuously Employed at the relevant time, the Performance Vesting is satisfied the following
RSUs will vest in the following numbers on the following dates:
the RSUs the subject of paragraph 3.5(b) not approved by shareholders at the Company s 2019 AGM, those RSUs will not be issued by the Company and the Participant will not have any claim or entitlement against the Company of any nature for the
failure to issue those RSUs.
Each RSU, once vested, will convert into one (1) Share credited as fully paid.
All RSUs will expire and cannot be exercised, converted or transferred if they have not vested on or before:
Unless an RSU has already vested, in the event of the termination of employment of the Participant:
A RSU which has lapsed will not vest.
It is a condition precedent to the vesting of a RSU that if the Participant is an individual, the Participant is not bankrupt and has not
committed an act of bankruptcy or, if the Participant is deceased, the Participant s estate is not bankrupt or if the Participant is not an individual, the Participant is not insolvent or subject to a resolution or order for winding up.
Notwithstanding any other paragraph in this Schedule 2 but subject to all applicable laws upon the occurrence of a Control Event (provided
that the Participant is as at the date of occurrence of a Control Event is still Continuously Employed), all of the unvested RSUs held by the Participant are deemed to be vested (without the need for any other action by the Company) and any
Vesting Conditions are deemed to have been waived or so modified from such occurrence.
Subject to this paragraph 4.1, within 15 Business Days after the vesting of a Participant s RSU the Company will issue or transfer to the
Participant one Share (credited as fully paid) for each RSU vesting. If Participant is liable for taxes, duties or other amounts on the issuance of the RSU shares, and the Company liable to make a payment(s) for whatever reason (including
withholding) to the appropriate authorities on account of that liability, unless the Participant and the Company agree otherwise, the Participant must pay to the Company the amount of such taxes within 5 business days of the RSU issuance, and the
Company is required to pay the taxes to the appropriate authorities.
All Shares issued on the vesting of a Participant s RSUs will rank pari passu in all respects with the Shares of the same class for the
time being on issue, except for any rights attaching to the Shares by reference to a record date prior to the date of the allotment of the Shares upon that vesting.
If Shares of the same class as those issued or transferred on the vesting of a Participant s RSUs are quoted on the ASX, the Company will
apply to the ASX as required by the Listing Rules for those Shares to be quoted. In the event that the Company undergoes a reorganization that results in the conversion of Shares quoted on the ASX into shares quoted on another exchange, then the
Company will apply to the relevant exchange and /or securities regulator (as required) for those converted shares (related to the RSUs that have vested) to be quoted.
Notwithstanding any of the above provisions, if the Board, in its absolute discretion but subject to applicable laws, gives notice that any or
all of the Participant s RSUs may vest as determined by the Board within a particular time, then the RSUs may vest within that time in addition to any other period during which the RSUs vest.
then the Board may vest RSUs within a specified period of up to 30 days after the occurrence of the
Subject to the preceding paragraphs, during the currency of a Participant s RSU and before its vests, the Participant is not entitled to
participate in any bonus issue of Shares pro rata to shareholders of securities of the Company as a result of holding the RSU.
If there is any Reorganisation, including any subdivision, consolidation, reduction or return of the issued capital
of the Company, the number of RSUs to which each Participant is entitled will be adjusted in the way specified by the Listing Rules (as apply to adjustments for options from time to time).
Subject to the preceding paragraphs, during the currency of a Participant s RSU and before its vests, the Participant is not entitled to
participate in any new issue of securities of the Company as a result of holding the RSU.
Full effect must be given to these paragraphs 6.1, 6.2 and 6.3 as and when occasions of their application arise and in such manner that the
effects of the successive applications of them are cumulative, the intention being that the adjustments they progressively effect must be such as to reflect in relation to the Shares comprised in an RSU.
A Participant has no right to change the number of Shares into which the RSU vests.
AVITA MEDICAL LIMITED (ASX: AVH)
Appendix 3B Annexure 3
Unlisted Options on Issue as at 28 November
| Number of Options | Exercise Price | Expiration Date | ||||||||
| 2,156,039 | $ | 0.126 | 31-Dec-20 | |||||||
| 13,660,415 | $ | 0.085 | 18-May-27 | |||||||
| 1,072,916 | $ | 0.082 | 26-May-27 | |||||||
| 1,038,333 | $ | 0.080 | 27-Jun-27 | |||||||
| 4,000,000 | $ | 0.063 | 6-Sep-27 | |||||||
| 1,400,000 | $ | 0.056 | 12-Jun-28 | |||||||
| 1,700,000 | $ | 0.059 | 25-Jun-28 | |||||||
| 14,380,000 | $ | 0.089 | 1-Nov-28 | |||||||
| 19,241,250 | $ | 0.082 | 30-Nov-28 | |||||||
| 3,000,000 | $ | 0.057 | 18-Apr-28 | |||||||
| 8,360,000 | $ | 0.057 | 16-Apr-28 | |||||||
| 700,000 | $ | 0.057 | 14-Jun-28 | |||||||
| 15,000,000 | $ | 0.082 | 30-Nov-28 | |||||||
| 7,006,250 | $ | 0.082 | 2-Jan-29 | |||||||
| 380,000 | $ | 0.089 | 2-Jan-29 | |||||||
| 6,866,250 | $ | 0.300 | 1-Apr-29 | |||||||
| 8,717,084 | $ | 0.420 | 28-Jun-29 | |||||||
| 1,000,000 | $ | 0.440 | 1-Jul-29 | |||||||
| 980,000 | $ | 0.590 | 1-Oct-29 | |||||||
| 13,500,000 | $ | 0.560 | 25-Nov-29 | |||||||
| 124,158,537 |
Unlisted Options Forfeited (since last Appendix 3B)
Unlisted Options issued within this Appendix 3B
Unlisted Options exercised within this Appendix 3B
| Options Parcel | Exercise Price | Expiration Date | Issued | |||||||||
| 14,380,000 | $ | 0.089 | 01/11/2028 | 12,500 |