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IMMUTEP LIMITED — Capital/Financing Update 2007
Oct 10, 2007
65122_rns_2007-10-10_4659a4f4-2d6c-43c4-afef-b7fb061ce880.pdf
Capital/Financing Update
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COMPANY ANNOUNCEMENT
Proposed Underwritten Pro-rata Offer of Shares
11 October 2007, Melbourne, Australia: Prima BioMed Limited (ASX: PRR) (“Prima BioMed” or “the Company”) today announced that it has entered into an underwriting agreement with RM Capital Pty Ltd (“RM Capital”) in respect of a proposed non-renounceable one for two rights issue of fully paid ordinary shares at 2 cents each to raise approximately A$1.98 million (before expenses of the offer), assuming the issue of approximately 99,026,000 shares.
The rights issue is fully underwritten by RM Capital, a Perth based share broker that has raised over A$100 million over the course of the last 12 months, principally for small to mid capped ASX listed companies.
The pro-rata rights offer will be made to shareholders of the Company at a record date which will be advised in a further announcement. RM Capital will have the right to place any shortfall of the rights issue. A timetable for the rights issue of shares will be announced and an Appendix 3B will also be lodged shortly. It is proposed the rights issue of shares will be made without a prospectus under the recent amendments to the Corporations Act. The Company will apply to ASX for the shares issued under the pro-rata offer of shares to be admitted to quotation.
The funds raised by the rights issue will be applied towards advancing the following:
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Concluding the proposed divestment transaction of Oncomab Pty Ltd – cancer antibodies program and possibly of one or more other technology assets of the Company;
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Appointment of a regulatory consultant to conduct detailed Gap Analysis for CVac[TM] to assess regulatory compliance, manufacturing and toxicology gaps for a possible application with the US Food and Drug Administration (US FDA) to conduct Phase IIb / III clinical trials;
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Upon completion of the Gap Analysis, seeking to progress preparation of a US clinical development plan including consultation with the US FDA to seek to secure clinical trial approval. It is anticipated that obtaining USA regulatory endorsement of the CVac[TM] development program would increase the attractiveness of the CancerVac asset for partnering, out-licensing and / or divestment / acquisition.
RM Capital will receive a management fee of 1% of all monies raised pursuant to the rights offer. RM Capital will also receive a lodgement fee of 5% of all monies raised, pursuant to the pro-rata offer, which may be passed on in whole or in part to other AFS licensees.
The Company is also proposing to make a one for three pro rata offer of options to shareholders and to seek to place up to 40 million options after the completion of the pro rata offer of shares. Currently it is intended the options will have an issue price of 0.5 cents, an exercise price of 2.5 cents and an expiry date of 31 December 2011. Further announcements will be made regarding the proposal to offer options, including the timetable and record date for entitlements when determined.
The Company has agreed to issue Superstructure International Pty Ltd 40 million options in respect of corporate advisory services provided to the Company, including the introduction of the Company to the Underwriter, subject to successful completion of the rights issues, and placement of options. The options will have the same terms as the proposed pro rata rights offer and placement options.
The shares to be issued under the pro-rata rights offer of shares will be ordinary shares of the Company deemed fully paid, ranking equally with and having the same rights and obligations as existing listed shares of the Company. It is not anticipated that it will be necessary for the Company to seek shareholder approval for the rights offers or the placement.
An announcement will be made regarding the details of pro-rata share offer when the timetable for that offer has been settled. The record date for the pro-rata share offer will not be earlier than seven (7) business days after the timetable is announced.
For further information:
Company Enquiries
Mr Eugene Kopp – Chief Executive Officer 03 9854 5700
About Prima Biomed Ltd
Prima Biomed (ASX: PRR) is a biotechnology company based in Melbourne, Australia. The Company is focused on technologies in the fields of immunology and cancer immunotherapy. Prima is focused on developing a dendritic-cell based immunotherapy targeting mucin-1 tumour expressed antigen. Prima’s lead product, CVac™ has completed Phase IIa clinical development in Ovarian Cancer.
For further information, visit www.primabiomed.com.au
This release may contain forward-looking statements. Various factors could cause actual results to differ materially from those projected in forward-looking statements, including those predicting the timing and results of clinical trials, interpretation and implications of such results, availability or adequacy of financing, the sales and marketing of commercial products or the efficacy of products. Although the Company believes that the forward - looking statements contained herein are reasonable, it can give no assurance that the Company’s expectations are correct. All forward - looking statements are expressly qualified in their entirety by this cautionary statement.
Prima BioMed Ltd , Suite 1, 1233 High St, Armadale VIC 3143 AUSTRALIA Ph: +61 (0)3 9854 5700 Fax: +61 (0)3 9822 7735 www.primabiomed.com.au