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IMMUTEP LIMITED Capital/Financing Update 2019

Jun 2, 2019

65122_rns_2019-06-02_b237c84f-9f7d-467d-8506-e52deb68f3fc.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
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)
Ordinary Shares
5,000,000 Ordinary Shares
Fully Paid Ordinary Shares
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
6c
Number of+securities issued
without security holder approval
under rule 7.1












‘Pari Pasu’ with existing Fully Paid Ordinary Shares
Nil.


Vesting & exercise of Performance Rights under the Executive
Incentive Plan into fully paid ordinary shares.
Yes
16 November 2018
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

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.
Nil
Nil
5,000,000 Ordinary Shares issuedon exercising of
performance rights

Not applicable
Not applicable
Refer Annexure 1
3 June, 2019

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

  • Number +Class

  • 8 Number and +class of all 3,388,598,296 Ordinary fully paid shares (ASX: IMM) +securities quoted on ASX ( including the securities in clause 2 if applicable)

9 Number and +class of all (including the securities in clause 2 if applicable)

Number +Class - Options +Class - Options
Amount Exercise Price Expiration Date
371,445,231 $0.0237 4 August 2020
793,103 $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
1,553,718 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.
2,080,000 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 on 12 February
2022.
Number +Class – Performance Rights +Class – Performance Rights
Amount **Type ** Expiration Date
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 on 6
December 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.
36,666,666 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.
5,000,000 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.
7,500,000 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 21
November 2018.
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Part 2 - Bonus issue or pro rata
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
on4August 2025.
Unchanged
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
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

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
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)
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

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
Not applicable
Not applicable
Not applicable
Not applicable
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

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

  • 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

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

Not applicable

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

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

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 +Class

  • 42 Number and +class of all Not applicable +securities quoted on ASX ( including the securities in clause 38)

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: Company secretary

Date: 3/6/2019

Print name: Deanne Miller

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
3,026,082,669
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
102,515,627
Subtract the number of fully paid +ordinary
securities cancelled during that 12 month
period
Nil
“A” 3,128,598,296

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 0.15 469,289,744 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issued 2,080,000 Warrants convertible into or agreed to be issued in that 12 month 2,080,000 ADS (representing 208,000,000 period not counting those issued: ordinary shares)

  • 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” 208,000,000

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 0.15 469,289,744
Note: number must be same as shown in
Step 2
Subtract “C” 208,000,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 261,289,744
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
3,128,598,296
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 312,859,829
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
260,000,000
“E” 260,000,000

Insert number of +equity securities issued 260,000,000 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” 260,000,000

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
312,859,829
Subtract “E”
Note: number must be same as shown in
Step 3
260,000,000
Total[“A” x 0.10] – “E” 52,859,829
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