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IMMUTEP LIMITED Capital/Financing Update 2018

Mar 13, 2018

65122_rns_2018-03-13_59d924ff-e45b-4ee4-b54b-e821ebca51c6.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 issued

  • Ordinary Shares

  • 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)

326,192,381 Ordinary Shares to Platinum Investment Management Limited, Australian Ethical Investment Limited, Lucy Turnbull AO and U.S. healthcare institutional investors including Ridgeback Capital Investments Fully Paid Ordinary Shares

4 Do the[+] securities rank equally in ‘Pari Passu ’ with existing Fully Paid Ordinary Shares 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 $0.021 per share 6 Purpose of the issue The proceeds from the Placement will be used to support (If issued as consideration for the acquisition of assets, clearly Immutep’s ongoing and planned immuno-oncology (“IO”) identify those assets) clinical development programs, its pre-clinical program in autoimmune disease and for general working capital purposes. 6a Is the entity an[+] eligible entity Yes 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 17 November 2017 resolution under rule 7.1A was passed 6c Number of[+] securities issued 86,259,462 without security holder approval under rule 7.1

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

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.
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
clause 2 if applicable)
239,932,919 239,932,919
Nil
Nil

Yes
Issue price = $0.021
75% of 15 day VWAP = $0.018
Data source = CommSec
N/A
Refer Annexure 1
14 March 2018
Number +Class
2,725,521,580 Ordinary fully paid shares (ASX: IMM)

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

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
1,515,752 $0.0774 30 June 2018
165,116 $0.0774 30 June 2018
147,628,500 $0.05019 12 December 2018
371,445,231 $0.0237 4August 2020
793103 $0.057 30 October 2020
1,026,272 $0.040 7March 2021
8,475,995 $0.025 4August 2025
Number +Class – Warrants over NASDAQ listed American
Depository Shares
+Class – Warrants over NASDAQ listed American
Depository Shares
Amount Exercise Price Terms
1,973,451 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 expire5 January2023
Number +Class – Performance Rights +Class – Performance Rights
Amount **Type ** Expiration Date
3,900,000 STI 30 November 2018
16,731,373 LTI 30 October 2018
8,209,101 NED PRs Each tranche of NED PRs will expire one
year after Vesting Date if not
exercised as indicated in the
appendix 3B released on 6
December 2016.
13,272,356 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 on4December 2017
15,000,000 LTI Each tranche of LTIs will expire one year
after Vesting Date if not exercised
as indicated in this appendix 3B
released on4December 2017
Number +Class – Convertible Notes
Amount **Type ** Expiration Date
13,750,828 Convertible Notes each with a face value of AU$1, expiring
on4August 2025

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

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

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
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

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?
31
How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
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

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

  • 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

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

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 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.

Sign here: ............................................................ Date: 14 March 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
2,073,076,271
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
326,252,928
Subtract the number of fully paid +ordinary
securities cancelled during that 12 month
period
Nil
“A” 2,399,329,199

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”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 359,899,379
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
86,259,462
“C” 86,259,462
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
359,899,379
Subtract “C”
Note: number must be same as shown in
Step 3
86,259,462
Total[“A” x 0.15] – “C” 273,639,917
Note: this is the remaining placement
capacity under rule 7.1

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

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

Part 2 Part 2
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
2,399,329,199
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 239,932,919
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
239,932,919
“E” 239,932,919
7.1A that has already been used
Insert number of +equity securities issued 239,932,919
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
“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
239,932,919
Subtract “E”
Note: number must be same as shown in
Step 3
239,932,919
Total[“A” x 0.10] – “E” Nil
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

Immutep Limited ACN 009 237 889

Level 12, 95 Pitt Street Sydney NSW 2000

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

14 March 2018

APPENDIX 3B & CLEANSING NOTICE

SYDNEY, AUSTRALIA - Immutep Ltd (ASX: IMM; NASDAQ: IMMP) (“Immutep” or the “Company”) announced that it had issued 326,192,381 fully paid ordinary shares to Australian institutional investors.

With respect to the shares the subject of this issuance as further 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 [194 x 46] intentionally omitted <==

Tom Bloomfield Company Secretary