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IMMUTEP LIMITED Capital/Financing Update 2018

Oct 1, 2018

65122_rns_2018-10-01_c2400a02-6ee7-4138-b214-a758b10befd5.pdf

Capital/Financing Update

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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 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

Immutep Limited ( 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 1.Unlisted Performance Rights issued 2.Ordinary Shares 3.Ordinary Shares 4.Ordinary Shares 5.Ordinary Shares

2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

  1. 7,751,152 Unlisted Performance Rights 2. 5,000,000 Ordinary Shares 3. 4,739,293 Ordinary Shares 4. 2,736,367 Ordinary Shares 5. 32,541,200 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)
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
1. Performance Rights
Number of
performance rights
7,751,152
Vesting conditions
Based on meeting the Key Performance Indicators (KPIs)
and Service Condition.
Tranche 1
3,875,578on 1 October 2019
Tranche 2
3,875,574on 1 October 2020
Expiry Date
The performance rights will expire, if not exercised, one
year after the relevant vesting date for each tranche of
performance rights (see above).
Price of performance
rights
Performance rights will be granted at no cost. Once the
vesting conditions are met (or waived in exceptional
circumstances), the performance rights will be
exercisable at nil cost.
2. Pari passu with existing Fully Paid Ordinary Shares
3. Pari passu with existing Fully Paid Ordinary Shares
4. Pari passu with existing Fully Paid Ordinary Shares
5. Pari passu with existing Fully Paid Ordinary Shares
1. Yes, if/when the Performance Rights vest to shares
2. ‘Pari Passu’ with existing Fully Paid Ordinary Shares
3. ‘Pari Passu’ with existing Fully Paid Ordinary Shares
4. ‘Pari Passu’ with existing Fully Paid Ordinary Shares
5. ‘Pari Passu’ with existing Fully Paid Ordinary Shares
1. Nil
2. Nil
3. Nil
4. Nil
5. US$2.50 per ADS (1 ADS = 100 ordinary shares)

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)


1. Unlisted Performance Rights are issued to employees under
the Executive Incentive Plan
2. Vesting & exercise of Performance Rights under the
Executive Incentive Plan into fully paid ordinary shares.
3. Mr Grant Chamberlain exercises 1st tranche of his
performance rights which vested to him i.e. 4,739,293 to
convert to ordinary shares, in accordance with shareholder
approval received at the AGM on 17 November 2017.
4. Mr Pete Meyers exercises 2nd tranche of his performance
rights which vested to him i.e. 2,736,367 to convert to
ordinary shares, in accordance with shareholder approval
received at the AGM on 25 November 2016.
5. Issuance of ordinary shares on exercise of 325,412 warrants
over American Depository Shares (ADS) at US$2.50 per
warrant. Each warrant represents one ADS, where one ADS
= 100 ordinary shares.
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
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
Yes
17 November 2017
Nil
Nil

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

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.
3. 4,739,293 ordinary shares are issued on exercise of 1st
tranche out of 13,272,355 performance rights approved for
Non-Executive Director, Mr Grant Chamberlain at the AGM
on 17 November 2017.
4. 2,736,367 ordinary shares are issued on exercise of 2nd
tranche out of 10,023,350 performance rights approved for
Non-Executive Director, Mr Pete Meyers at the AGM on 25
November 2016.
1. 7,751,152 performance rights issued under exception 9 in
rule 7.2
2. 5,000,000 ordinary shares are issued on exercising
performance rights
5. 32,541,200 Ordinary Shares on conversion of warrants
previously ratified at 2017 AGM.

Not applicable
Not applicable
Refer Annexure 1
2 October 2018

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 2 if applicable)

Number +Class
3,077,940,129 Ordinary fully paid shares (ASX: IMM)

9 Number and +class of all +securities not quoted on the ASX (including the securities in clause 2 if applicable)

Number +Class- Options +Class- Options
Amount Exercise Price Expiration Date
147,628,500 $0.05019 12 December 2018
371,445,231 $0.0237 4 August 2020
793,103 $0.057 30 October 2020
1,026,272 $0.040 7 March 2021
8,475,995 $0.025 4 August 2025
Number +Class – Warrants over NASDAQ listed American
Depository Shares
+Class – Warrants over NASDAQ listed American
Depository Shares
+Class – Warrants over NASDAQ listed American
Depository Shares
Amount Exercise Price Terms
1,579,633 US$2.50 Each Warrant entitles the holder to
purchase 1 ADS (where one ADS = 100
Ordinary Shares) at the exercise price
and is exercisable immediately. Each
Warrant will expire 5 January 2023
Number +Class– Performance Rights
Amount Type Expiration Date
3,900,000 STI 30 November 2018
16,731,373 LTI 30 October 2018
5,472,734 NED PRs Each tranche of NED PRs will expire one year
after Vesting Date if not exercised as
indicated in the appendix 3B released
on6December 2016.
8,533,063 NED PRs Each tranche of NED PRs will expire one year
after Vesting Date if not exercised as
indicated in this appendix 3B
released on 4December 2017
73,333,333 LTI Each tranche of LTIs will expire one year after
Vesting Date if not exercised as
indicated in this appendix 3B
released on 4 December 2017
10,000,000 LTI Each tranche of LTIs will expire one year after
Vesting Date if not exercised as
indicated in this appendix 3B
released on 4 December 2017

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

7,751,152 LTI Each tranche of LTIs will expire one year after
Vesting Date if not exercised as
indicated in this appendix 3B
released on 2 October 2018
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class– Convertible Notes +Class– Convertible Notes
Amount Type Expiration Date
13,750,828 Convertible Notes each with a face value of AU$1, expiring
on 4 August 2025
Unchanged

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
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

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 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?
Not applicable
Not applicable
Not applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

31 How do[+] security holders sell part of Not applicable their entitlements through a broker and accept for the balance?

32 How do[+] security holders dispose of Not applicable their entitlements (except by sale through a broker)? 33 +Despatch 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 ]

  • (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)

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

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 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 now
Example: In the case of restricted securities, end of
restriction period
(if issued upon conversion of another
security, clearly identify that other
security)
42
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 38)
Not applicable
Not applicable
Not applicable

Not applicable
Number +Class
Not applicable

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

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 noone 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 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.

==> picture [132 x 31] intentionally omitted <==

Sign here: ............................................................ Date: 2 October, 2018 Company secretary

Print name: Tom Bloomfield

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1 Part 1
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
2,358,356,064
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
393,391,684
Subtract the number of fully paid +ordinary
securities cancelled during that 12 month period
Nil
“A” 2,751,747,748

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 412,762,162

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:

86,259,462

  • 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

  • “C” 86,259,462

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15 412,762,162
Note: number must be same as shown in Step 2
Subtract “C” 86,259,462
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C” 326,502,700
Note: this is the remaining placement capacity
under rule 7.1

Part 2

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 2,751,747,748 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 275,174,775

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 239,932,919 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 “E” 239,932,919

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
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
275,174,775
Subtract “E”
Note: number must be same as shown in Step 3
239,932,919
Total[“A” x 0.10] – “E” 35,241,856
Note: this is the remaining placement
capacity under rule 7.1A

Immutep Limited , Level 12, 95 Pitt St, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 ABN: 90 009 237 889

ASX/Media Release (Code: ASX: IMM; NASDAQ: IMMP)

2 October, 2018

APPENDIX 3B & CLEANSING NOTICE

With respect to the shares the subject of this issuance as detailed in the Appendix 3B lodged today, the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:

  1. the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act ;

  2. as at the date of this notice the Company has complied with:

  3. (a) the provisions of Chapter 2M Corporations Act as they apply to the Company; and

  4. (b) section 674 Corporations Act ; and

  5. 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.

Yours faithfully Immutep Limited

==> picture [150 x 36] intentionally omitted <==

Tom Bloomfield Company Secretary