Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

IMMUTEP LIMITED Capital/Financing Update 2013

Jul 18, 2013

65122_rns_2013-07-18_ec4fb1fc-12a8-46a8-96b3-f24165be4630.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [589 x 145] intentionally omitted <==

ASX/Media Release (Code: ASX: PRR; NASDAQ: PBMD; ISIN: US74154B2034) 19 July 2013

PRIMA BIOMED ISSUES THE FOLLOWING NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT AND APPENDIX 3B

SYDNEY, AUSTRALIA - Prima BioMed Ltd (ASX: PRR; NASDAQ: PBMD; ISIN: US74154B2034) (“Prima”, the “Company”) has announced this notice is given by Prima BioMed Ltd ABN 90 009 237 889 ( Company ) under section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ).

The Company has today issued 16,412,500 fully paid ordinary shares ( Shares ) to certain sophisticated and professional investors (as those terms are defined in section 708 of the Corporations Act) from the shortfall from the Company's recently completed Share purchase plan.

For the purposes of section 708A(6) of the Corporations Act, the Company advises that:

  • (a) the Shares were issued to investors without disclosure under Part 6D.2 of the Corporations Act;

  • (b) this notice is being given under section 708A(5)(e) of the Corporations Act;

  • (c) as at the date of this notice, the Company has complied with:

  • (i) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

  • (ii) section 674 of the Corporations Act,

  • (d) as at the date of this notice, there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Corporations Act.

An Appendix 3B in relation to the issue of Shares noted above is attached.

About Prima BioMed

Prima BioMed is a globally active leader in the development of personalised bio-therapeutic products for cancer. Prima BioMed is dedicated to leveraging its technology and expertise to bring innovative treatment options to market for patients and to maximise value to shareholders. Prima BioMed's lead product is CVac™, an autologous dendritic cell-based product currently in clinical trials for ovarian cancer patients in remission and soon starting in trials for pancreatic, colorectal, and triple-negative breast cancers.

For further information please contact:

USA Investor/Media:

Ms. Jessica Brown, Prima BioMed Ltd. +1 (919) 710-9061; [email protected]

Australia Investor/Media:

Mr. James Moses, Mandate Corporate +61 (0) 420 991 574; [email protected]

Europe Investor/Media:

Mr. Axel Mühlhaus, edicto GmbH +49 (0) 69 905505-52; [email protected]

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. 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

Prima BioMed Ltd ( Company )

ABN

90 009 237 889

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may
be issued
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)
Fully Paid Ordinary Shares (PRR)
a) 16,412,500 Shares issued to certain
sophisticated and professional investors
in accordance with the shareholder
approval obtained at the EGM on 16
May 2013 to issue SPP shares shortfall
shares (Shortfall Placement)
b) 3 shares issued following the exercise of
an equivalent number of quoted options
(Options Exercise).
Pari passu with existing Ordinary Fully Paid
Shares (PRR)

Yes (PRR)

4 Do the[+] securities rank equally Yes (PRR) 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 5 Issue price or consideration a) $0.08 per Share (with respect to the Shares issued under the Shortfall Placement) b) $0.20 per Share (with respect to the Shares issued following the Options Exercise). 6 Purpose of the issue a) Shortfall Placement (If issued as consideration for The funds raised under the Shortfall the acquisition of assets, clearly Placement will be applied towards: identify those assets) - co-funding up to three phase 2 trials of CVac in additional cancer indications and continuing the ongoing clinical program; - continuing CVac manufacturing optimisation programs to move toward a commercially successful and global product manufacturing platform; and - providing general working capital for the Company and adding security to the balance sheet. b) Exercise of Options General working capital.

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
6c
Number of+securities issued
without security holder approval
under rule 7.1
6d
Number of+securities issued
with security holder approval
under rule 7.1A
6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
6f
Number of+securities issued
under an exception in rule 7.2
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.
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
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
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.
N/A.
N/A.
N/A.
16,412,500 shares issued with member
approval under listing rule 7.3 obtained at
the Company's general meeting held on 16
May 2013.
N/A.

N/A.
N/A.
N/A.
19thJuly 2013

Number +Class 8 Number and +class of all 1,159,559,341 Ordinary fully paid +securities quoted on ASX shares (ASX: PRR) ( including the +securities in 77,378,696 Options exercisable at section 2 if applicable) $0.20 on or before 19 June 2017 (PRRO)

9
Number and+class of all
+securities not quoted on ASX
(_including_the+securities in
section 2 if applicable)
Number +Class - Options +Class - Options
Amount Exercise Price Expiration Date ASX Code
1,884,253 $0.2685 9November 2014 PRRAS
1,884,253 $0.2360 8 December 2014 PRRAU
1,061,411 $0.2271 12January2015 PRRAY
1,118,211 $0.2345 12 February2015 PRRAW
1,075,269 $0.2277 18 March 2015 PRRAZ
500,000 $0.2500 6 May2015 PRRAC
1,055,011 $0.2351 19May2015 PRRAD
32,500,000 $0.2000 6 December 2013 PRRAL
2,000,000 $0.1000 6 December 2014 PRRAL
500,000 $0.1000 26 August 2014 PRRAL
740,741 $0.3390 1 February2016 PRRAL
100,000 $0.2790 3November 2014 PRRAL
100,000 $0.2329 3 January2015 PRRAL
2,800,000 $0.1850 1 August 2015 PRRAL
200,000 $0.1730 20 February2016 PRRAL
47,519,149 Total

10 Dividend policy (in the case of a Unchanged trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval N/A. required? 12 Is the issue renounceable or nonN/A. renounceable? 13 Ratio in which the[+] securities N/A. will be offered 14 +Class of +securities to which the N/A. offer relates 15 +Record date to determine N/A. entitlements

16
Will
holdings
on
different
registers (or subregisters) 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
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
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
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.

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

(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)

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before[+] quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

==> picture [102 x 39] intentionally omitted <==

Sign here: ............................................................ Date: 19 July 2013 Company secretary

Print name: Deanne Miller