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IMMUTEP LIMITED — Capital/Financing Update 2014
Nov 5, 2014
65122_rns_2014-11-05_bcde0632-d6cb-4d01-93ee-a2c16879d65d.pdf
Capital/Financing Update
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6 November 2014
Company Announcements Office Australian Securities Exchange
Notice under Section 708A(5)(e) Corporations Act
On 6[th] November 2014, Prima BioMed Ltd ("the Company") issued 13,163,514 fully paid ordinary shares in accordance with the terms of its share purchase and convertible security agreement with Bergen Global Opportunity Fund, LP, which was announced to the market on 2[nd] October 2014.
Accordingly the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:
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the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act ;
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as at the date of this notice the Company has complied with:
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(a) the provisions of Chapter 2M Corporations Act as they apply to the Company; and (b) section 674 Corporations Act ; and
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As at the date of this notice there is no "excluded information" (as defined in subsection 708A(7) of the Corporations Act ) which is required to be disclosed by the Company.
The appendix 3B in relation to the issue of shares noted above is attached.
Yours faithfully Prima BioMed Ltd
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Deanne Miller Company Secretary
Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
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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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
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 Ordinary fully paid shares ( Ordinary Shares ) issued
2 Number of[+] securities issued or to 13,163,514 Ordinary Shares be issued (if known) or maximum number which may be issued
Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889
| 3 Principal terms of the+securities (eg, 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) 4 Do the+securities rank equally in all respects from the date of allotment 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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 6b The date the security holder resolution under rule 7.1A was passed |
Pari passu with existing Ordinary Shares (PRR) |
|---|---|
| Yes (PRR) | |
| USD 400,000 | |
| The purpose of the issue is to raise capital for general corporate and working capital purposes. |
|
| No | |
| Not applicable |
Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889
| 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 Dates of entering+securities into uncertificated holdings or despatch of certificates |
Not applicable |
|---|---|
| Not applicable | |
| Not applicable | |
| Not applicable | |
Not applicable |
|
| Not applicable | |
| Not applicable | |
| 6 November 2014 |
Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889
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Number +Class
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8 Number and +class of all 1,271,465,443 Ordinary fully paid shares +securities quoted on ASX (ASX: PRR) ( including the securities in clause 2 if applicable) 77,378,696 Options exercisable at $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 |
| 1,884,253 | $0.2685 | 9 November 2014 |
| 1,884,253 | $0.2360 | 8 December 2014 |
| 1,061,411 | $0.2271 | 12 January2015 |
| 1,118,211 | $0.2345 | 12 February2015 |
| 1,075,269 | $0.2277 | 18 March 2015 |
| 500,000 | $0.2500 | 6 May2015 |
| 1,055,011 | $0.2351 | 19 May2015 |
| 2,000,000 | $0.1000 | 6 December 2014 |
| 740,741 | $0.3390 | 1 February2016 |
| 100,000 | $0.2790 | 3 November 2014 |
| 100,000 | $0.2329 | 3 January2015 |
| 2,800,000 | $0.1850 | 1 August 2015 |
| 200,000 | $0.1730 | 20 February2016 |
| 1,758,176 | $0.0774 | 30 June 2018 |
| 165,116 | $0.0774 | 30 June 2018 |
| 19,800,000 | $0.05475 | 3 October 2017 |
| Number | +Class– Performance Rights | +Class– Performance Rights |
|---|---|---|
| Amount | Type | Expiration Date |
| 11,467,525 | STI | 30 October 2015 |
| 26,715,686 | LTI | 30 October 2018 |
| Number | +Class– Performance Rights | |
| Amount | Type | Expiration Date |
| 1 | Convertible Security with a face value of US$2,500,000 |
- 10 Dividend policy (in the case of a Unchanged trust, distribution policy) on the increased capital (interests)
Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889
Part 2 - Bonus issue or pro rata issue
| 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine 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 issue 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 |
Not applicable |
|---|---|
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable |
Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889
| 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 prospectus or Product Disclosure Statement 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 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 +Despatch date |
Not applicable |
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| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable | |
| Not applicable |
Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889
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 Not applicable +quotation is sought 39 Class of +securities for which Not applicable quotation is sought
Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889
40 Do the[+] securities rank equally in all Not applicable respects from the date of allotment 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 Not applicable 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 42 Number and[+] class of all[+] securities Not applicable quoted on ASX ( including the securities in clause 38)
| Not applicable | ||
|---|---|---|
| Number | +Class | |
| Not applicable |
Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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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
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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.
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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.
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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.
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4 We give ASX the information and documents required by this form. If any information or document not available now, 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.
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Sign here: ............................................................
Date: 06 November 2014
Company secretary
Print name: Deanne Miller
Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889