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MAYNE PHARMA GROUP LIMITED — Capital/Financing Update 2017
Jan 11, 2017
65396_rns_2017-01-11_8c8dee46-594e-48a6-921a-60835712d85d.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 |
|---|---|
| 3,378,000 ordinary shares |
|
| 3,378,000 escrowed ordinary shares issued to new members of the US management team subject to the terms of the Mayne Pharma Group Employee Share Loan Scheme. Shares issued at an issue price of $1.372 based on the 5-day VWAP at 30 December 2016, with an expiry date of 31 Jan 2022. |
- 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 |
|---|---|
| $1.372 per shares |
|
| 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 | ||
| 12 January 2017 |
||
| Number | ~~+~~Class | |
| 1,502,308,800 |
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:
12
January
2017 (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**
| Employee options | Employee options | ||||
|---|---|---|---|---|---|
| Expiry date | Exercise Price | Vested | Unvested | Total number of shares issued under option |
|
| 12/01/2019 | $ 0.2184 | 2,845,000 | 3,800,000 | 6,645,000 | |
| 26/01/2019 | $ 0.2184 | 834,000 | 3,700,000 | 4,534,000 | |
| 07/03/2019 | $ 0.2984 | 500,000 | 500,000 | ||
| 28/03/2019 | $ 0.8003 | 300,000 | 300,000 | 600,000 | |
| 19/06/2019 | $ 0.7701 | 300,000 | 300,000 | 600,000 | |
| 30/06/2019 | $ 0.8188 | 500,000 | 500,000 | 1,000,000 | |
| 01/07/2019 | $ 0.3184 | 500,000 | 500,000 | ||
| 02/07/2019 | $ 0.8109 | 200,000 | 200,000 | 400,000 | |
| 01/08/2019 | $ 0.7437 | 200,000 | 200,000 | ||
| 28/08/2019 | $ 0.7682 | 300,000 | 300,000 | 600,000 | |
| 21/10/2019 | $ 0.5923 | 120,000 | 200,000 | 320,000 | |
| 11/11/2019 | $ 0.6647 | 500,000 | 500,000 | 1,000,000 | |
| 30/11/2019 | $ 0.6754 | 500,000 | 500,000 | 1,000,000 | |
| 17/12/2019 | $ 0.6447 | 300,000 | 300,000 | 600,000 | |
| 01/02/2020 | $ 0.5347 | 530,000 | 2,160,000 | 2,690,000 | |
| Total | 7,229,000 | 13,960,000 | 21,189,000 |
- See
chapter
19
for
defined
terms.
01/08/2012
Appendix
3B
Page
9