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IMMUTEP LIMITED Share Issue/Capital Change 2007

Nov 26, 2007

65122_rns_2007-11-26_388f90ff-f8a3-4df1-82db-0b88e235a8b4.pdf

Share Issue/Capital Change

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==> picture [181 x 49] intentionally omitted <==

ABN 90 009 237 889

27 November 2007

ASX ANNOUNCEMENT

NOTICE UNDER SECTION 708A(5) OF THE CORPORATIONS ACT

[ASX Code: PRR]

This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.

The following securities of Prima BioMed Limited (“the Company”) were issued without disclosure to investors under Part 6D.2 of the Corporations Act:

Type: Shares
Class/Description: Ordinary (fully paid)
ASX Code: PRR
Date of Issue: 27 November 2007
Number Issued: 26,234,000
Issue Price per Security $0.02

The Company intends to apply to ASX Limited for quotation of the above securities.

As at the date of this notice, the Company has complied with:

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

  • (b) section 674 of the Corporations Act.

Other information which is excluded information required to be disclosed under paragraph (6)(e) of section 708A of the Corporations Act:

None

For and on behalf of Prima BioMed Limited

==> picture [162 x 69] intentionally omitted <==

Robert Kleine Company Secretary

Prima BioMed Limited , Suite 1, 1233 High Street, Armadale, VIC 3143 AUSTRALIA Ph: +61 (0)3 9854 5700 Fax: +61 (0)3 9822 7735 www.primabiomed.com.au

Appendix 3B New issue announcement

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.

Name of Entity:

Prima Biomed Limited 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 (PRR) issued 2 Number of[+] securities issued or to 26,234,000 be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Pari passu with existing ordinary shares (eg, if options, exercise price and (PRR) expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

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)
7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause
2 if applicable)
Yes. Yes.
2 cents per share
Underwriters partial take up of shortfall
pursuant to a pro-rata non-renounceable
rights offer.
27thNovember 2007
**Number ** +Class
239,458,245 Ordinary
fully
paid
shares
(PRR)
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9
Number and+class of
all
+securities
not
quoted
on
ASX
(including
the
securities in clause 2 if
applicable)
Number +Class
Amount Exercise
Price
Expiration Date ASX Code
5,250,000 $0.20 26February2009 PRRAY
1,000,000 $0.30 26February2009 PRRAC
5,000,000 $0.12 30 September 2008 PRRAA
300,000 $0.20 06 August 2010 PRRAK
  • 10 Dividend policy (in the Unchanged case of a 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
No
Non-Renounceable
1 share for every 2 shares held
Ordinary fully paid shares (PRR)
30thOctober 2007 (5.00Pm WST)
Yes
Round down
None
19 November 2007 (5.00 WST)
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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)
R M Capital Pty Ltd
Management fee of 1% of all monies raised
pursuant to the rights offer and a lodgement
fee of 5% of all monies raised pursuant to the
pro-rata offer.
N/A

N/A
N/A
N/A
No prospectus or product disclosure statement
will be issued. Entitlement and acceptance
forms were be dispatched on 2ndNovember
2007.
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

30 How do[+] security holders sell their N/A entitlements in full through a broker? 31 How do[+] security holders sell part N/A of their entitlements through a broker and accept for the balance?

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

  • 33 +Despatch date 27 November 2007

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 ]

  • See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

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)
**Number ** +Class
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

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.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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:

==> picture [130 x 39] intentionally omitted <==

Date: Tuesday 27[th] November 2007

Company Secretary

Print Name: Robert Kleine

The CFO Solution

www.thecfo.com.au

27.11.2007

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003