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MAYNE PHARMA GROUP LIMITED Capital/Financing Update 2016

Dec 27, 2016

65396_rns_2016-12-27_639cc174-1dda-4679-91b8-06456959cdb4.pdf

Capital/Financing Update

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vRule
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
01/07/96
Origin:
Appendix
5
Amended
01/07/98,
01/09/99,
01/07/00,
30/09/01,
11/03/02,
01/01/03,
24/10/05,
01/08/12

Name
of
entity

Mayne
Pharma
Group
Limited
( Company )

ABN 76
115
832
963

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 (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)
Fully paid ordinary shares in the Company
510,000 ordinary shares
Fully paid ordinary shares
  • See
    chapter
    19
    for
    defined
    terms.

01/08/2012

Appendix
3B
Page
1

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


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

Yes
$0.5347 per shares (10,000 options)
$0.3184 per share (500,000 options)



Long-term incentive
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
  • See
    chapter
    19
    for
    defined
    terms.

01/08/2012

Appendix
3B
Page
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






8
Number and
+class of all
+securities
quoted on ASX (_including_the securities in
section 2 if applicable)







9
Number and+class of all+securities not
quoted on ASX (_including_the securities in
section 2 if applicable)






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

Not applicable Not applicable
Not applicable
Not applicable
28 December 2016
Number ~~+~~Class
1,498,930,800

Fully paid ordinary shares.
Number ~~+~~Class
3,500,000
Employee options pursuant to
CEO
Share
Option
Plan.
Expiring 13 February 2019
exercisable at $0.1492 each.
21,189,000


Employee options pursuant to
Mayne
Pharma
Employee
Share Option Plan. (Refer
Appendix 1 for further detail)
Not applicable
  • See
    chapter
    19
    for
    defined
    terms.

01/08/2012

Appendix
3B
Page
3

**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



23
Fee or commission payable to the broker
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
Not applicable

  • See
    chapter
    19
    for
    defined
    terms. 01/08/2012

Appendix
3B
Page
4

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
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
  • See
    chapter
    19
    for
    defined
    terms.

01/08/2012

Appendix
3B
Page
5

**Part

3
-­‐
Quotation
of
securities**

You
need
only
complete
this
section
if
you
are
applying
for
quotation
of
securities

==> picture [415 x 120] intentionally omitted <==

----- Start of picture text -----

||||
|---|---|---|
|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|

----- End of picture text -----

**Entities

that
have
ticked
box
34(a)**

**Additional

securities
forming
a
new
class
of
securities**

==> picture [416 x 218] intentionally omitted <==

----- Start of picture text -----

||||||||
|---|---|---|---|---|---|---|
|Tick
to
indicate
you
are
providing
the
information
or|
|documents|
|35|[If
the
]|additional|[+][securities
are
][+]|securities,
and
the
number
and
percentage
of
additional|[+][equity
securities,
the
names
of
the
20
largest
holders
of
the
][+]|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
]|

----- End of picture text -----

  • See
    chapter
    19
    for
    defined
    terms.

01/08/2012

Appendix
3B
Page
6

**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.

01/08/2012

Appendix
3B
Page
7

**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.

  • 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 [152 x 34] intentionally omitted <==

Sign
here: ............................................................ Date:

28
December
2016 (Company
secretary)

Print
name: Mark
Cansdale

  • See
    chapter
    19
    for
    defined
    terms.

01/08/2012

Appendix
3B
Page
8

**MAYNE

PHARMA
GROUP
LIMITED APPENDIX
1

EMPLOYEE
OPTIONS
ISSUED
UNDER EMPLOYEE
SHARE
OPTION
PLAN**

==> picture [450 x 271] intentionally omitted <==

  • See
    chapter
    19
    for
    defined
    terms.

01/08/2012

Appendix
3B
Page
9