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RENT.COM.AU LIMITED — Capital/Financing Update 2005
Nov 22, 2005
65722_rns_2005-11-22_05bd4370-df46-4feb-8a7f-ea5199956197.pdf
Capital/Financing Update
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SELECT VACCINES LIMITED
$(ACN 062 063 692)$
NON-RENOUNCEABLE PRO-RATA RIGHTS ISSUE PROSPECTUS
THIS PROSPECTUS IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY
If you do not understand the contents of this Prospectus, you should consult your Stockbroker, Accountant or other professional adviser without delay.
This Prospectus is dated 22 November 2005. A copy of this Prospectus was lodged with the Australian Securities & Investments Commission ("ASIC") on 22 November 2005. Neither ASIC nor its officers take any responsibility as to the contents of this Prospectus.
KEY INVESTMENT DETAILS
An offer to Shareholders in the issued capital of Select Vaccines Limited ("Select") to participate in a nonrenounceable pro-rata rights issue of one $(1)$ ordinary share for every four $(4)$ fully paid ordinary shares held as at 5 pm 1 December 2005 ("the Record Date"), payable in full upon subscription to raise up to $$1,732,452.20.$
The maximum number of ordinary shares to be issued pursuant to this Prospectus is 10,827,826.
Taylor Collison Limited (ACN 007 172 450) ("the Underwriter") will underwrite the Offer. Further details in respect of underwriting arrangements are set out in this Prospectus.
Subject to the Underwriter's entitlements, Select reserves the right to issue any shortfall at its discretion within three months following the closure of the Offer at an issue price not less than the price being offered under this Prospectus.
The Shares offered pursuant to this Prospectus are to be listed on Australian Stock Exchange Limited ACN 008 624 691 ("ASX").
This Prospectus expires 13 months from the date of this Prospectus. No securities will be issued or allotted on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus.
TIMETABLE
| Lodgement of Prospectus with ASIC | 22 November 2005 |
|---|---|
| Record Date | 1 December 2005 |
| Acceptances close 5.00pm [AEST] (Unless closed earlier if permitted by the Listing Rules of ASX, or extended by Directors at their discretion or as may be required under the Corporations Act 2001). |
19 December 2005 |
| Allotment of New Shares | 22 December 2005 |
| Normal trading of New Shares commences on ASX (under ASX Code SLT) | 23 December 2005 |
CONTENTS
| Page | ||
|---|---|---|
| CORPORATE DIRECTORY | ||
| CHAIRMAN'S LETTER | ||
| 1 | THE ISSUE | |
| $\overline{2}$ | PURPOSE OF THE OFFER | |
| 3 | CHOICES AVAILABLE | |
| 4 | THE COMPANY | |
| 5. | CORPORATE OVERVIEW | |
| 6 | PLACEMENT | |
| 7 | CURRENT DIRECTORS | |
| 8 | USE OF FUNDS | |
| 9 | UNDERWRITING - TAYLOR COLLISON LIMITED | |
| 10 | CONTINUOUS DISCLOSURE OBLIGATIONS | |
| 11 | EFFECT OF THE OFFER ON SECURITIES OF SELECT | |
| 12 | RISK FACTORS | |
| 13 | OVERSEAS SHAREHOLDERS | |
| 14 | RIGHTS ATTACHING TO SHARES | |
| 15. | AUSTRALIAN STOCK EXCHANGE LISTING | |
| 16 | DIVIDENDS | |
| 17 | ALLOTMENTS | |
| 18 | ASX ANNOUNCEMENTS | |
| 19 | DIRECTORS' INTERESTS | |
| 20 | CONSENTS | |
| 21 | GENERAL | |
| 22 | ELECTRONIC PROSPECTUS | |
| 23 | PRIVACY | |
| 24 | DIRECTORS' RESPONSIBILITY STATEMENT | |
| 25. | GLOSSARY |
CORPORATE DIRECTORY
Directors
Mr. Robin Beaumont (Non Exec. Chairman, Non Exec. Director) Dr. Martin Soust (Executive Director, Managing Director, CEO) Dr. Ian Cooke (Non Exec. Director) Mr. Peter Marks (Non Exec. Director) Mr. George Weber (Non Exec. Director)
Secretary Mr. Phillip Hains
Principal Place of Business Suite $1, 261 - 271$ Wattletree Road Malvern, Victoria 3144
Share Registry
Security Transfer Registrars Pty Limited 770 Canning Highway Applecross, Western Australia 6153
Auditors
Hall Chadwick Chartered Accountants Level 11, 459 Collins Street Melbourne Victoria 3000
Underwriter
Taylor Collison Limited Level 2, 12 Pirie Street Adelaide SA 5000
CHAIRMAN'S LETTER
Dear Shareholder
On behalf of the Board of Select Vaccines Limited I am pleased to offer you an opportunity to participate in a non-renounceable Rights Issue. This Rights Issue gives you an entitlement to acquire further Shares in Select Vaccines at an issue price discounted from the market price on the Australian Stock Exchange ("ASX"). No brokerage or other charges will apply to Shares acquired through this Rights Issue. The Rights Issue has been underwritten by stockbrokers, Taylor Collison.
Taylor Collison has also been given a mandate to place up to 3.75 million shares at the same price to small Institutions and Professional Investors.
The new funds will allow the Company to progress its infectious diseases product pipeline – in particular, to rapidly progress our hepatitis C vaccine candidate to human clinical trials.
As you may know from the recent Company announcement, we have had very encouraging results from the hepatitis C vaccine program. Our studies have shown that a strong immune response is obtained in mice following the administration of very low doses of the vaccine. The significance of these results is that the prospects of developing a human vaccine with a good safety profile are extremely good / excellent.
Currently there is no vaccine available against hepatitis $C - a$ disease which, in 30% of those chronically infected, leads to serious liver complications. There are almost 300 million people worldwide infected with Hepatitis C, with up to 10 million new infections every year. The estimated market potential for a vaccine against hepatitis C is in excess of \$500 million.
Prior to entering clinical trials of a hepatitis C vaccine the Company will need to extend its studies to a larger animal species and we expect these studies to confirm the results already obtained. It will also be necessary to source a manufacturer of our vaccine material and to undertake toxicology studies.
The very positive hepatitis C vaccine results also confirm the efficacy of our proprietary VLP platform for vaccines and the Company can now progress a pipeline of vaccine candidates to address market needs.
The details of the Offer and its effect on the Company are set out in this Prospectus. Under the terms of the Offer, shareholders as at the Record Date are entitled to subscribe for one New Share at \$0.16 for every four Shares they hold.
I thank you for your continued support for the Company.
Yours sincerely
Robin Beaumont Chairman
$\mathbf{I}$ THE ISSUE
Select Vaccines Limited ("Select") has issued this Prospectus in respect of a non-renouncable pro-rata rights offer to Shareholders of one (1) ordinary Share for each four (4) Shares held in the issued capital of Select at the Record Date, at an issue price of \$0.16 (16 cents) per Share ("the Offer").
The entitlement of Shareholders to subscribe for the Shares pursuant to the terms of the Offer is non-renounceable.
This prospectus is being sent to Shareholders on the register at 5.00pm (AEST) on the Record Date.
$\overline{2}$ PURPOSE OF THE OFFER
The purpose of the Offer is to provide working capital for the ongoing funding of Select's infectious diseases projects and administrative costs including the advancement of new and existing projects.
Select currently conducts business in projects for the commercialisation of infectious disease vaccines, diagnostics and therapeutics.
CHOICES AVAILABLE $\overline{3}$
Shareholders may either:
- exercise their rights to participate in the Offer in part or in full; or
- take no action under this Offer.
All acceptances for Shares offered under this Prospectus must be made on the personalised Entitlement and Acceptance Form accompanying this Prospectus in accordance with instructions set out in the Form.
Cheques, money orders or bank drafts should be made payable to "Select Vaccines Limited - Share Application A/C" and crossed "Not Negotiable". All payments must be in Australian currency. The amount payable on application will be deemed not to have been received until Select's receipt of clear funds. Instructions on how to complete the Entitlement and Acceptance Form are detailed on the reverse side of the Form.
Completed Entitlement and Acceptance Forms with the application monies may be mailed to the postal address, or delivered by hand to the delivery address, set out below:
| POSTAL DELIVERY | Security Transfer Registrars Pty Limited $P.O.$ Box 6405 |
|---|---|
| East Perth Western Australia 6892 | |
| $O_{\Gamma}$ | |
| HAND DELIVERY | Security Transfer Registrars Pty Limited 770 Canning Highway Applecross Western Australia 6153 |
| Or. | |
| Select Vaccines Limited | |
| Suite 1, 261-271 Wattletree Road | |
| Malvern Victoria 3144 |
The Directors may at their discretion in consultation with the Underwriter, issue New Shares in response to Entitlement and Acceptance Forms received after the above date and time, but are under no obligation to do so.
$\boldsymbol{4}$ THE COMPANY
Select develops products, which identify and protect against infectious diseases of global and national importance. Select remains focussed on creating new products, which satisfy the needs of other pharmaceutical and biotechnology companies as well as building the technologies and capabilities that will help create a valuable enterprise.
CORPORATE OVERVIEW $\overline{\mathbf{5}}$
Select is a biotechnology company that aims to develop new products to diagnose, treat or prevent infectious diseases. The Company's current core technology was originally developed at the Macfarlane Burnet Institute for Medical Research and Public Health Limited, a leading medical research institute based in Melbourne.
Principal Activities
The principal activities of the Company are the development of products which help combat infectious diseases. The Company is developing products in three key areas:
- $\overline{1}$ . Vaccines – the development of vaccines using the Company's proprietary Virus-Like Particle ("VLP") technology. The company believes this technology has potential commercial advantages over other technologies being used in the development of new vaccines.
- Diagnostic Assays the development of rapid assays and ELISAs for the diagnosis of infectious $\overline{2}$ . diseases. The Company possesses intellectual property and know-how which it is exploiting in its development and commercialisation of new assays.
- $31$ Anti-viral Drugs – the development of new anti-viral drugs to treat infections by enteroviruses and rhinoviruses. The company is developing compounds which may be ultimately used either as a first-line anti-viral treatment or as a combination (used with another drug) therapy to fight viral infections.
Strategy
The strategy of Select is to develop a pipeline of new products that hold commercial value and to maximise the revenues from the sale or license of those products or the underlying technology.
Significant Developments To Date
In 2004 the company entered into a license agreement with Singapore based Genelabs Diagnostics Pte Ltd (now MP Biomedicals Asia Pacific Pte Ltd) for the manufacture and distribution of its Rapid Assay and ELISA for the detection of hepatitis E infection. This is a worldwide agreement excluding North America.
In May 2005 a license agreement was entered into with Upstate USA, Inc. for worldwide sale and distribution of the company's hepatitis E monoclonal antibodies.
In August 2005 a license agreement was completed with Rapid Medical Diagnostic Corporation for the manufacture and worldwide distribution of its Rapid Assay for the detection of hepatitis A infection. Distribution rights for Australia and New Zealand were retained by Select.
In July 2005 the Company placed its hepatitis C diagnostic assay (an ELISA) into a program that will evaluate the assay's performance using clinical samples. The results from the evaluation process will be used by the company to optimise the diagnostic assay prior to commencing its efforts to out-license the technology.
The license agreements and the commencement of the clinical evaluation have been announced by the Company previously. The Company will continue to develop diagnostic assays and to build its diagnostics business where there is a clear market need.
Results Of The Vaccine Program
To date, the vaccine program has focused on the development of a vaccine to prevent hepatitis C infection. This program has now delivered very promising results.
As reported recently (11 November 2005), the Company's hepatitis C vaccine induces a strong immune response in mice injected with the vaccine (all 46 mice injected with the hepatitis C vaccine produced a strong, specific antibody response: 5 different doses ranging between $0.2 - 25$ micrograms were tested).
The vaccine also induced significant levels of hepatitis C specific T cells suggesting the vaccine may promote and enhance overall control of infection.
A strong immune response was produced after a single injected dose as low as 0.2 micrograms suggesting that the prospects of developing a human vaccine with a good safety profile are excellent.
Adjuvants, substances that are added to vaccines to enhance their immune response, were not needed to produce the immune responses seen in these studies. This indicates that vaccines developed using the company's VLP technology may not require the addition of an adjuvant which would otherwise add to the complexity of manufacturing and may contribute to local adverse reactions to the vaccine.
Future Directions for the Vaccine Program
While there can be no guarantee provided that our hepatitis C vaccine will pass successfully through the extensive clinical trials that are demanded of new vaccine products the results we have obtained are very encouraging from a commercial perspective and they suggest there is good likelihood of the vaccine's progression through to human clinical trials.
The commercial potential of a vaccine against hepatitis C is substantial and the Company has decided to pursue the development of this vaccine as there is currently no vaccine available.
Select will undertake further studies to examine the immune responses produced in larger animals following injection with the hepatitis C vaccine.
The Company will also begin developing the process to purify the injectable vaccine material and produce the vaccine under GLP conditions. The Company will make purified vaccine for use in a dose ranging study in larger animals as well as for use in formal preclinical safety and toxicology studies conducted under GLP conditions. Manufacture of the vaccine material under GLP will be required also to gain approval for the vaccine's first trial in humans.
A data package for an Investigational New Drug Application with the FDA and other comparable regulatory authorities will be prepared following completion of the toxicology study to support the company's application for a Phase 1 clinical trial.
Flowchart for the Development of the HCV VLP Vaccine.

Kev:
- HCV antigen (E2 envelope protein) was cloned and expressed in cell culture and shown to form VLPs (completed). $(A)$
- $(B)$ HCV VLPs were expressed in yeast, characterised and purified (completed).
- $(C)$ Purified VLPs were shown to induce strong antibody and cellular immune responses in mice at all doses tested (completed).
- $(D)$ VLPs will be tested in a larger animal species to estimate approximate dosing.
- VLP purification methods will be optimised in collaboration with GLP manufacturers. $(E)$
- $(F)$ manufactured in pilot scale under GLP.
- $(G)$ GLP-purified HCV VLPs will be tested for antibody dose-response in rabbits, and then for preclinical toxicology at the appropriate dose.
The data package produced following the studies detailed above will support the company's application for a Phase I clinical trial to evaluate the safety and immunogenicity of the vaccine in human volunteers (Phase I trial).
6 PLACEMENT
As at the date of this Prospectus the Company proposes to issue on or about the dates set out in the Timetable in this Prospectus up to $3,750,000$ Shares to less than twenty (20) private investors in accordance with the provisions of the Corporations Act 2001, the ASX Listing Rules and the Company's constitution at a total issue price of \$0.16 each to raise a maximum of \$600,000 ("the Placement"). Shareholders issued with these shares will not be entitled to participate in the Offer. These funds will be used to further expand the vaccine program, for additional working capital and to cover other operating expenses including costs associated with the placement.
$\overline{7}$ CURRENT DIRECTORS
The directors of Select at the date of this Prospectus are:-
Mr. Robin Beaumont. Dr. Martin Soust Dr. Ian Cooke Mr. Peter Marks Mr. George Weber
8 USE OF FUNDS
Before costs the Offer will raise approximately \$1,732,450.
The proposed use of funds raised is set out in the table below (all figures are exclusive of GST).
| is the component of $\mathbf{Descripffion}$ . The component of $\mathbb{R}$ is the component of $\mathbb{R}$ , $\mathbb{R}$ is the component of $\mathbb{R}$ | Amount ta a san an an san an san an san a |
|---|---|
| Estimated costs of the Offer | \$0.13 m |
| Further development of vaccine and diagnostics programs | \$1.6 m |
| Total | $$1.73 \; m$ |
$\mathbf Q$ UNDERWRITING - TAYLOR COLLISON LIMITED
Taylor Collison (ACN 008 172 450) ("the Underwriter") will underwrite the Offer and has agreed to acquire any shortfall. The Underwriter may, without the Company's approval, enter into sub-underwriting commitments in respect of any shortfall. The underwriting fee is 6% of the underwritten amount. The remaining provisions of the underwriting arrangement are in a standard form.
At the date of this Prospectus the Underwriter does not hold any shares in Select. If there are no subscriptions pursuant to the Offer and there are no rights traded on ASX before the Record Date the Underwriter will be issued a total of 10.827,826 ordinary Shares of Select pursuant to the Offer, being 20% of the voting power.
$10$ CONTINUOUS DISCLOSURE OBLIGATIONS
Select has issued this Prospectus in accordance with the provisions of the Corporations Act 2001 ("the Corporations Act") applicable to a prospectus for continuously quoted securities.
Section 713 of the Corporations Act enables a company to issue special prospectuses where the securities offered under the prospectus are continuously quoted securities within the meaning of the Corporations Act to acquire continuously quoted securities. This generally means that the relevant securities are in a class of securities that were quoted enhanced disclosure securities at all times during the 12 months before the date of this Prospectus and, as such, the issuing company was subject to the continuous disclosure regime provided for under the Corporations Act and the rules of a recognised stock exchange.
In the past twelve months Select's securities have been continuously quoted securities within the meaning of the Corporations Act.
Special prospectuses are required to contain information in relation to the effect of the offer of securities on Select, the rights and liabilities attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.
Having taken such precautions and having made such enquiries as are reasonable, Select believes that it has complied with the general and specific requirements of ASX when and as applicable from time to time throughout the 12 months before the date of this Prospectus which require notification of information about specified events or matters as they arise for the purpose of making that information available to the stock market conducted by ASX.
The ASX and ASIC take no responsibility for the contents of this Prospectus.
Select, as a disclosing entity under the Corporations Act states that:
- it is subject to regular reporting and disclosure obligations; $(a)$
- $(b)$ copies of documents lodged with the ASIC in relation to Select may be obtained from, or inspected at, the offices of the ASIC; and
- any person may request, and Select will provide free of charge, a copy of each of the following $(c)$ documents during the application period of this Prospectus:
- $(i)$ the half year financial report of Select for the half year ended 30 June 2005 lodged with ASIC before the lodgement of this Prospectus with ASIC;
- $(ii)$ the full year financial report of Select for the full year ended 31 December 2004 lodged with ASIC before the lodgement of this Prospectus with ASIC; and
- $(iii)$ any continuous disclosure notices given by Select since the lodgement of the annual financial report referred to in (ii) above and before lodgement of this Prospectus (continuous disclosure notices given by Select since the lodgement of the annual financial report to the date of this Prospectus are listed in Section 17 of this Prospectus).
$\mathbf{11}$ EFFECT OF THE OFFER ON SECURITIES OF SELECT
Percentage shareholding of Shareholders who do not take up all of their rights pursuant to the Offer will be diluted. unless they purchase shares on ASX. Shareholders who take up their rights pursuant to the Offer will not have their percentage shareholding in Select diluted by reason of the Offer.
The effect of the Offer on the capital structure of Select will be as follows.
| Number of Securities Description (Shares) |
||
|---|---|---|
| 43, 311, 305 | Existing Fully Paid Ordinary Shares | \$31,681,514 |
| 10,827,826 | Fully paid Shares proposed to be issued pursuant to the Offer at an issue price of \$0.16 each |
\$1,732,452 |
| 3,750,000 | Fully paid Shares issued pursuant to the Placement at an issue price of \$0.16 each |
\$600,000 |
| Number of Securities (Options) |
Description | |
|---|---|---|
| 7,637,987 | Listed options exercisable at \$0.80 on or before 1 February 2007 (SLTO) | |
| 18,405,837 | Listed options exercisable at \$0.20 on or before 31 May 2008 (SLTOA) | |
| 350,000 | Unlisted options exercisable at \$0.20 on or before 30 June 2006 (SLTAK) | |
| 2,570,000 | Unlisted options exercisable at \$0.30 on or before 30 April 2008 (SLTAO) | |
| 500,000 | Unlisted options exercisable at \$0.30 on or before 30 October 2008 (SLTAQ) | |
| 1,000,000 | Unlisted options exercisable at \$0.30 on or before 31 May 2008 (SLTAP) | |
| 2,000,000 | Unlisted options exercisable at \$0.44 on or before 29 April 2009 (SLTAS) | |
| 1,000,000 | Unlisted options exercisable at \$0.435 on or before 29 April 2008 (SLTAU) |
Select announced to ASX on 13 May 2005 that it anticipated raising further funds through the conversion of options over the balance of 2005. Only a limited number of options have been exercised. The Company does not contemplate the exercise of any further options before the end of 2005.
$12$ RISK FACTORS
General Disclosure
Investors considering taking up their entitlement under this Prospectus in Select should be aware that this investment decision will involve general risk factors associated with any investment in the sharemarket as well as several risk factors specific to an investment in Select.
An investment in Select should be considered speculative in nature. In addition, the share price of Select's Shares may rise or fall due to factors beyond the control of Select.
The volume weighted average price of the Shares on ASX for the 5 business days up to and including 21 November 2005 was \$0.2157.
Investors considering subscribing for Shares pursuant to this Prospectus should read this Prospectus in its entirety and consider the various risk factors described in this Section. If you are in doubt or do not understand any of the terms or contents of this Prospectus you are advised to consult your stockbroker, accountant or other professional adviser.
No assurances or guarantees of future profitability, payment of dividends, return of capital or performance of Select or its Share price can be provided by Select or its Directors.
General Investment Risks
Investing in any company involves risks of various kinds, some of which are within the realms of influence of Select and some, arising from a range of external factors, might be beyond the ability of Select to alter and consequently might restrict the capacity of the company to reach its objectives.
There are a number of risk factors that could potentially affect the future operating and financial performance of Select and the achievement of the objectives contained in this Prospectus. These risks are both specific to Select and relate to the general, technical, business and economic climate in which Select operates. Some risks are at least partially within the control of Select, while others are clearly outside the control of Select. The following statement of potential risks is not an exhaustive summary. It is provided to potential investors to point to the type of risk factors that alone or in combination can have an adverse effect on Select.
Investors should recognise that the price of Select Shares may fall as well as rise. If an investor sells the Shares, the amount received may be higher or lower than the amount originally invested. Many factors will affect the price of the Shares, including variations in the general markets for stocks listed on the ASX and/or other international stock markets, which may lead to fluctuations in the price of Select's Shares; general economic conditions, long-term inflation rates, exchange rates and interest rates, and adverse changes to government regulations and policies. An investment in Select, which is focused on early stage investments, should be considered to be subject to a higher risk of share market fluctuation than many of the larger listed companies.
Some specific risk factors are described in more detail below.
Specific Risk Factors
Risks Specific to R&D Investments:
Select is investing in R&D projects that are of a high-risk nature. Whilst returns may be commensurate with this level of risk, for any given investment project a number of risks unique to R&D stage investing exist. These include:
Technology Validation a)
Select is investing in R&D projects where, in some cases, full clinical and commercial validation of the technology has yet to be achieved. Whilst Select will endeavour to minimise its exposure through milestone-based staged funding and disciplined project management, there is no guarantee that any technology project will prove clinically or commercially viable.
$b)$ Research & Development Program
Select will ensure that realistic milestones and targets are in place in each of its R&D investments and will monitor progress closely. However there is no guarantee that these milestones will be achieved in the desired time frames, or at all. This may lead to increased funding requirements, a loss of technological advantage, or delays in achieving a return on capital costs and a corresponding reduction in the value of any given investment.
$\mathbf{c}$ Competition
Whilst Select will endeavour to invest in projects with unique, defensible and protected intellectual property, there is no guarantee that the technology will not be superseded by a competitive offering in the future. Such competition may reduce partly or entirely the value of any given investment.
d) Intellectual Property Protection
Select will invest in technology where there is scope to develop strong intellectual property protection or where such protection currently exists. However scientific research typically involves collaborative projects between various institutions, organisations and scientists. In such circumstances the risks of unauthorised disclosure and misappropriation of information, including propriety rights, is higher than that which is otherwise the case. Furthermore, the risk of third party claims against one's intellectual property rights is usually higher. The costs and uncertainties associated with these factors may have a detrimental effect on any given investment. Indeed there can be no guarantee that the existing or future patents of any given project will provide effective commercial protection with respect to its technology and the resulting products.
$\epsilon$ ) Key Man Risks
The projects in which select invests will typically rely on a relatively small number of scientists and managers. Should their involvement in any given project cease for reasons of contract termination; ill health; death or disability, the research program and achievement of key milestones may be adversely affected. Select will ensure where appropriate that key man insurance is undertaken; however the loss of key personnel may nonetheless have a detrimental effect on any given investment.
$\hat{D}$ Funding
In order to capitalise on investment opportunities and grow its business it is possible that Select will seek to raise additional capital in the future. There is no assurance that such funding will be available to Select in the future or able to be secured on acceptable terms. If adequate additional funds are not available Select may be forced to reduce or otherwise alter its future investment program or withhold funds from existing investments.
Projects will typically be funded to a level that enables them to achieve a commercial outcome and investment return for Select. However, a range of unforeseen circumstances could result in increased funding requirements. These include but are not limited to a failure to achieve research milestones; delay of regulatory approval; underestimation of development costs; competitor activity or poor economic conditions affecting potential commercial partners. The pricing and terms of such further financing are subject to uncertainty and as such may adversely affect investment returns to Select.
$\mathfrak{g}$ ) Commercialisation
Achieving a commercial outcome for any given technology project through the negotiation of appropriate licensing, technology sale or manufacturing arrangements is crucial to achieving adequate investment returns. Whilst Select will endeavour to put in place such arrangements at the earliest possible stage, there is no guarantee that market acceptance of any given technology will occur.
Regulatory Changes
Select's focus on the healthcare industry means it is susceptible to regulatory changes by government policies and bodies in this sector. Should Australian and international governments reduce or cap spending on healthcare in general or in Select's sectors of participation or interest, the value of its investment portfolio could be adversely affected. Further, Select will typically have to achieve approval from regulatory authorities regarding the safety of its products for medical use. Should the processes or time frames for these regulatory procedures change significantly the time frame and/or probability of commercialisation for Select's investments may be adversely affected.
Business generally and the provision of products for consumer use in particular are increasingly exposed to legislative compliance issues and the policies of government agencies. Whilst Select believes it is in compliance with such requirements, there is a potential risk that particular regulatory requirements or circumstances may change in the future so as to adversely impact upon the conduct of Select's business. In most cases, it is fair to anticipate that such changes will equally impact upon Select's competitors, which may provide some mitigation with respect to the ultimate outcome.
Economic Conditions
The performance of Select will be influenced by the general outlook for the Australian economy and, in particular, consumer sentiment, which is cyclical and subject to change. Changes in interest rates, exchange rates, relevant taxation and other government policies may affect the operations of Select.
Product Liability
Select's business exposes it to potential product liability risks that are inherent in the use of vaccines and therapeutics in humans or, where applicable, in animals. Select's investment projects are focused on diagnostic products, vaccines and therapeutic agents to identify, prevent and treat human medical conditions. Whilst they will undergo clinical testing and regulatory approval before being released to the market, there is no guarantee that liabilities arising from unforeseen adverse side effects or complications will not occur. Where necessary, Select will take out appropriate insurance for its investments however such measures may not always be adequate or cost effective. As such, Select may be adversely affected by such claims.
The Directors expect that any international pharmaceutical company that undertakes the manufacturing, clinical trial and post approval general marketing of the vaccines and therapeutics would itself have product liability insurance. Likewise, Select expects that a diagnostics company will undertake manufacturing and distribution of the products and have product liability insurance. Despite the fact that Select would not be the manufacturer, the Directors cannot offer any assurance that Select would not also be potentially subject to claims for damages in the event of any unforeseen adverse consequences of administering the products. Although product liability insurance might be available, there can be no assurance that this would be sufficient or available at an acceptable cost, or that any adverse event would necessarily be covered.
In addition, the possibility exists that products and brands maybe brought into disrepute through the interference or tampering with same by outside parties with a malicious intent. Whilst reasonable measures can be taken to protect against such interference or tampering, the risk, by its very nature, can never be fully provided against.
Risk Factors Specific to Select (including its subsidiary companies)
Intellectual Property Risk
Patent rights are granted to provide protection for new, non-obvious and useful inventions. Accordingly, the patent laws of most countries require that an application for patent rights be filed before details of the invention become publicly known. In addition, the invention must involve a distinct inventive advance over what was previously known. Whilst patent protection has been or may be obtained it may not be possible to obtain patent rights in respect of products that are developed in the jurisdictions sought. Furthermore, the development, trial, regulatory approval process and international manufacture and sale of human therapeutics is a task that consumes considerable resources to complete successfully.
Select will vigorously defend and pursue its granted patent applications and patents pending, as the case may be, whilst the products are under development by Select and if suitable license agreements are secured with partner companies. Nonetheless, challenges to intellectual property and licence agreements can have an adverse effect on the value of shares in Select.
Patents covering the hepatitis E genome are held by Genelabs Technologies, Inc., and patents covering the hepatitis C genome are held by Chiron Corporation. To the extent that technologies developed by Select relate to hepatitis E or C there is the potential that these technologies may directly or indirectly incorporate use of the respective genome. In such circumstances, Select and/or persons with whom Select enters strategic relationships with may be required to obtain a license from the relevant company prior to the commercialisation of a product. Whilst Select has no reason to believe that such licensing arrangements cannot be satisfactorily achieved there is always inherent uncertainty and associated risk in predicting the outcome of future negotiations of that nature.
Select will maintain security over trade secrets, to the extent that is possible, by establishing robust confidentiality agreements with staff, contractors and business and technical partners.
Competition Risks
The pharmaceutical and medical diagnostics industries are global industries characterised by intense competition between the participants and ever present technological change. The Directors appreciate that other companies may be working on similar products, different compounds and different technologies that may be as successful or more successful as therapeutic agents or diagnostic tools than Select's current products and technologies.
The Directors anticipate there to be one or more competitive projects for each of Select's projects and there is a large amount of R&D expenditure on new therapeutic agents. The major pharmaceutical and diagnostics companies are active in this area as are smaller biotechnology companies. A positive outcome of any development project undertaken by other companies may have a material impact on Select's investments.
Notwithstanding patent and other IP protection, any competitive project may obtain regulatory approval before Select's product and that may potentially render Select's product less valuable. It is also possible that competitors may develop "next generation" therapeutics or diagnostics for a condition that one of Select's investment companies is pursuing thus rendering Select's product or products obsolete. Whilst Select rigorously monitors scientific publications and the publication of new patent applications no assurance can be given that products developed by other medical research establishments and private enterprises will not reach the market sooner.
The Inherently Speculative Nature of Select's Activities
Select is involved in an inherently speculative activity, namely seeking to identify suitable candidate projects and technologies in the biomedical field for further development and potential commercialisation. There is always a risk that Select will not identify suitable candidate projects and technologies, that candidate projects and technologies will not be able to be advanced to potential commercialisation, or the potential commercialisation partners may not wish to enter commercialisation arrangements which provide a sufficient (or any) return to Select.
Funds invested in Select, and Select's investment in projects and technologies, have no certainty of generating income or even the return of capital. Research expenditure would be considered lost without expectation of recovery if a project or technology is unsuccessful or cannot be sold to a third party. There is also the risk that if no projects or technologies can be successfully developed, or because potential returns cannot be estimated until projects are sufficiently advanced, that investor confidence may decrease and further funds for projects or technologies may not be able to be secured.
OVERSEAS SHAREHOLDERS $13$
Applicants resident in countries outside Australia should consult their professional advisers as to whether any governmental or other consents are required or whether formalities need to be observed to enable them to accept this invitation to take up the Shares. Accordingly this Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.
14 RIGHTS ATTACHING TO SHARES
The rights attaching to the Shares are set out in Select's Constitution ("the Constitution"). The Constitution is in a form common to public companies in Australia. A broad summary (although not an exhaustive or definitive statement) of the rights and liabilities attaching to the Shares is outlined below. The Constitution has been lodged with ASIC and is taken to be included in this Prospectus by operation of the Corporations Act. The Company will give a copy of the Constitution to any person who requests a copy of it during the Offer period of this Prospectus, free of charge.
Same Class $(a)$
All Shares currently on issue and offered under this Prospectus are of the same class and rank equally in all respects.
$(b)$ Voting
At a meeting of the Shareholders, every Shareholder present in person or by proxy, representative or attorney has one vote on a show of hands and one vote per Share on a poll.
A poil may be demanded by the Chairperson of the meeting, any five (5) Shareholders entitled to vote present in person or by proxy, attorney or representative or by any one or more Shareholders holding not less than five percent $(5\%)$ of the total voting rights of all Shareholders.
Meetings of Shareholders $(c)$
Each Shareholder is entitled to receive notice of and, except in certain circumstances, to attend and vote a meetings of members of Select. Each Shareholder is entitled to receive all financial reports, notices and other documents required to be sent to Shareholders under Select's Constitution, the Corporations Act or the Listing Rules.
Dividends $(d)$
Dividends are payable out of the profits and are declared by the Directors or by the Company in general meeting if and only if Directors have recommended a dividend.
A dividend as declared shall, subject to, among other things, the rights of any Shareholder of any Shares created or raised under any special arrangement as to dividend, be payable on all Shares at a fixed amount per Share.
Issue of Further Shares $(e)$
The Directors may, subject to any restrictions imposed by the Constitution, the Listing Rules and the Corporations Act, allot, issue, grant options over or otherwise dispose of further Shares with or without preferential rights on such terms and conditions as they see fit.
$(f)$ Transfer of Shares
Shareholders may transfer Shares by market transfer in accordance with any computerised or electronic system established or recognised by the Listing Rules or the Corporations Act for the purpose of facilitating dealings in Shares including a transfer that may be effected pursuant to the SCH Business Rules or by an instrument in writing in a form approved by the ASX or in any other usual form or in any form approved by the Directors and as otherwise permitted by the Corporations Act.
The Directors may refuse to register any transfer of Shares other than a market transfer where permitted or required by the Listing Rules or SCH Business Rules. Select must not prevent, delay or interfere with a Proper SCH Transfer or the registration of a paper based transfer in registrable form in a manner contrary to the Listing Rules or SCH Business Rules.
$(g)$ Winding Up
Select has issued only one class of Shares, which all rank equally in the event of a winding up. Once all the liabilities of Select are satisfied, a liquidator may, with the authority of a special resolution, divide the whole or any part of any surplus assets of Select. With the authority of a special resolution, the liquidator can vest the whole or any part of such property in trustees upon such trusts for the benefit of Shareholders as the liquidator thinks fit, but no Shareholder can be compelled to accept any Shares or other securities in respect of which there is any liability.
Takeover Provisions $(h)$
The Constitution contains provisions that prohibit the registration of any transfer of voting shares giving effect to an offer made under a proportional takeover scheme (that is, an offer for some but not all of the Shares in Select) until the members holding the Shares in the class for which the offer is made under the takeover have passed a resolution approving it. To remain effective, these provisions must be renewed by Select in general meeting every three (3) years.
$(i)$ Directors
Select must at all times have at least a minimum number of Directors specified by the Constitution, which is three $(3)$ , at least two $(2)$ of whom must ordinarily reside in Australia; and the number of Directors must not exceed the maximum number provided for in the Corporations Act. No Director, other than the Managing Director, shall be entitled to hold office for more than three (3) years without rotation. Questions arising at a meeting of Directors shall be decided by a majority vote.
Directors' Indemnity $(i)$
To the extent permitted by law, Select indemnifies each Director, officer and employee of Select against any loss or liability incurred by the person in his/her capacity as an officer of Select, provided that the liability is not owed to Select, has not arisen under the civil penalty provisions of the Corporations Act and has not arisen out of conduct involving lack of good faith. Select also indemnifies such persons, to the extent permitted by law, against liability for costs and expenses incurred in successfully defending proceedings or in connection with an application in relation to such proceedings in which the Court grants relief to the person under the Corporations Act and, to the extent permitted by law. Select may also directly pay those costs.
Share Buy-Backs $(k)$
Select may buy back Shares in itself by any of the means authorised by the Corporations Act, subject to restrictions contained in the Corporations Act and the Listing Rules.
$(1)$ Listing Rules
During any period in which Select is admitted to the Official List, and despite anything in the Constitution, if the Listing Rules prohibit an act being done, that act must not be done. Nothing in the Constitution prevents an act being done that the
Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision or not to contain a provision, the Constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a provision of the Constitution is or becomes inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.
$(m)$ Alteration to Constitution
The Constitution can only be amended by special resolution passed at a general meeting of the Company. The Company must give at least twenty-eight (28) days' notice of its intention to propose a resolution as a special resolution.
AUSTRALIAN STOCK EXCHANGE LISTING 15
Application will be made to the ASX within seven (7) days of the date of lodging this Prospectus with ASIC for quotation of the Shares issued to subscribers under this Prospectus. ASX takes no responsibility for the contents of this Prospectus.
16 DIVIDENDS
The Directors cannot give any assurance concerning the extent and timing of future dividends (if any) as this will depend on the future profitability and financial position of Select as well as other economic factors. It is not envisaged that dividends will be paid on Select's increased capital in the foreseeable future.
$17$ ALLOTMENTS
The Directors will issue Shares as soon as possible after the close of subscription lists. The Directors reserve the right to issue any short fall at their discretion within three months following closure of the offer the subject of this Prospectus at an issue price not less than the price being offered under this Prospectus. Recipients of Shares to whom any short fall is issued need not be shareholders of Select.
18 ASX ANNOUNCEMENTS
Select has made the following announcements (continuous disclosure notices) to ASX since it lodged it's Annual Report for the year ending 31 December 2004 on 4 March 2005.
| Doc. date | Headline |
|---|---|
| 11 November 2005 | Major Milestone Reached In Hepatitis C Vaccine Program |
| 08 November 2005 | Ceasing to be a substantial holder |
| 08 November 2005 | Securities released from escrow |
| 07 November 2005 | Response to ASX Query re Appendix 4C |
| 31 October 2005 | Commitments Test Entity - Third Quarter Report |
| 30 September 2005 | Change of Director's Interest Notice |
| 18 August 2005 | Final Director's Interest Notice |
| 17 August 2005 | Restructures Board |
| 08 August 2005 | Overseas Licensing Deal for Hepatitis A Diagnostic Tests |
| 29 July 2005 | Commitments Test Entity – Second Quarter Report |
| 21 July 2005 | Select Moves Forward with its Development of Hepatitis Kits |
|---|---|
| 11 July 2005 | Appendix 3B |
| 05 July 2005 | Change of Director's Interest Notice |
| 20 June 2005 | Securities to be released from escrow |
| 16 June 2005 | Initial Director's Interest Notice |
| 09 June 2005 | Director Appointment |
| 27 May 2005 | Appendix $3B - New$ Issue |
| 26 May 2005 | Adhesive peptide technology achieves proof-of-concept |
| 17 May 2005 | Appendix 3B - New Issue |
| 13 May 2005 | Capital Raising Closed |
| 13 May 2005 | Licensing Deal for Monoclonal Antibodies |
| 02 May 2005 | Becoming a substantial holder |
| 29 April 2005 | Commitments Test Entity - First Quarter Report |
| 29 April 2005 | Change of Director's Interest Notice |
| 29 April 2005 | Change of Director's Interest Notice |
| 29 April 2005 | Change of Director's Interest Notice |
| 29 April 2005 | Change of Director's Interest Notice |
| 29 April 2005 | Change of Director's Interest Notice |
| 29 April 2005 | Change in substantial holding |
| 29 April 2005 | Appendix $3B - as$ per AGM resolutions |
| 22 April 2005 | Results of Meeting |
| 21 April 2005 | Biotech company breakthrough with patented Hepatitis kits |
| 18 April 2005 | Major shareholder voluntarily extends escrow |
| 18 March 2005 | Notice of Annual General Meeting |
| 18 March 2005 | Shareholder update |
| 18 March 2005 | Capital Raising |
|---|---|
| 07 March 2005 | Further Endorsement for Hepatitis Rapid Diagnostic Assays |
| 04 March 2005 | Annual Report |
Any person may request, and Select will provide free of charge, a copy of any of the above announcements during the application period of this Prospectus.
19 DIRECTORS' INTERESTS
The Directors of Select or their associates have a beneficial interest in the following Shares and Options in Select at the date of this Prospectus.
| Director | Smres | Lylsting Options | |||
|---|---|---|---|---|---|
| Direct | Indirect* | Direct | Indirect* | ||
| Mr. Robin Beaumont | 200,000 | ||||
| Dr. Martin Soust | 141,824 | 750,000 | 32,500 | ||
| Dr. Ian Cooke | 14,000 | ||||
| Mr. Peter Marks | 327,916 | 900,000 | 142,777 | ||
| Mr. George Weber | 120,000 | 500,000 |
米 Indirect holdings held by associates of the Directors
If, prior to the Offer, the Directors and their associates decided to exercise all their Options, then the maximum effect on each Director's beneficial interests would be as follows:
| Director | Shares | Options | |||
|---|---|---|---|---|---|
| Direct | Indirect* | Direct | Indirect* | ||
| Dr. Martin Soust | 750,000 | 174,324 | |||
| Mr. Peter Marks | 900,000 | 470,693 | - | ||
| Mr. George Weber | 500,000 | 120,000 |
$\ast$ Indirect holdings held by associates of the Directors
Other than set out above or elsewhere in this Prospectus:
- No Director of Select and no firm in which a Director of Select is or was at the relevant time a partner, has or has had in the two years before lodgement of this Prospectus, any interest in the promotion of, or in any property proposed to be acquired by, Select.
- No amounts, whether in cash or Shares or otherwise, have been paid or agreed to be paid to any Director of Select (or to any firm in which he is or was a partner) either to induce him to become, or to qualify
him as a Director, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of Select.
At the date of the Prospectus the Directors and/or their associates do not have any securities that are the subject of any escrow provisions.
Payments to Directors
Under Select's Constitution the total amount of remuneration paid to all Directors as director fees must not be increased unless authorised by Select in General Meeting. This does not apply to remuneration payable to any Director under any executive service contract with Select. Directors are entitled to be reimbursed for travelling and other expenses incurred in attending meetings or in relation to the business of Select. The Constitution of Select provides that the Directors may be paid, as remuneration for their services, a sum determined from time to time by Select's Shareholders in general meeting, with that sum to be divided amongst the Directors in such manner and proportion as they agree. The maximum aggregate amount which has been approved by Shareholders for payment to all Non-Executive Directors as director fees is currently \$350,000 per annum.
The total amounts received by current Executive and Non-Executive Directors as fees and executive service remuneration in the past two years (September 2003 to August 2005) are:
| Director | Total Paid (Two years) |
|---|---|
| Mr. Robin Beaumont | \$10,255 |
| Dr. Martin Soust | \$150,000 |
| Dr. Ian Cooke | \$51,667 |
| Mr. Peter Marks | \$120,000 |
| Mr. George Weber | \$51,667 |
The Corporations Act limits the extent to which insurance cover and/or indemnities may be provided or given to Directors in relation to claims arising out of their discharge of their duties as Directors. Select's Constitution does not provide any additional restrictions on the provision of insurance or indemnity. Select has Directors and Officers insurance, but has not granted any additional right of indemnity to its Directors.
20 CONSENTS
Taylor Collison Limited has given, and not withdrawn before the lodgement of this Prospectus, its written consent to being named in the Prospectus as the Underwriter. Taylor Collison Limited was not involved in the preparation of any part of this Prospectus and expressly disclaims and takes no responsibility for any part of this Prospectus.
Hall Chadwick has given, and before lodgement of this Prospectus, has not withdrawn its written consent to being named in this Prospectus in the form and context in which it appears. Hall Chadwick has not been involved in the preparation of this Prospectus nor has it authorised or caused the issue of this Prospectus and takes no responsibility for its contents.
Security Transfer Registrars Pty Limited has given, and not withdrawn before the lodgement of this Prospectus, its written consent to being named in the Prospectus as the Share Registry. Security Transfer Registrars Pty Limited was not involved in the preparation of any part of this Prospectus and expressly disclaims and takes no responsibility for any part of this Prospectus.
$21$ GENERAL
Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisors.
This Prospectus is dated 22 November 2005 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.
The Expiry Date of the Prospectus is 22 December 2006. No securities will be allotted or issued on the basis of this Prospectus after the Expiry Date.
Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form, which accompanies this Prospectus.
No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by Select in connection with this Prospectus.
In making representations in this Prospectus regard has been had to the fact that Select is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.
$22$ ELECTRONIC PROSPECTIIS
A copy of the Prospectus can be downloaded from the website of Select at www.selectvaccines.com.au. Any person accessing the electronic version of the Prospectus for the purposes of making an investment in Select must only access the Prospectus from within Australia.
ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus, subject to compliance with certain conditions.
If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus. If you have not, please email Select at [email protected] and Select will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.
23 PRIVACY
If you complete an application for Shares, you will be providing personal information to Select. Select collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.
The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and Select's share registry.
You can access, correct and update the personal information that we hold about you. Please contact Select or its registry if you wish to do so.
Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the SCH Business Rules. You should note that if you do not provide the information required on the application for Shares, Select may not be able to accept or process your application.
Any subscriptions pursuant to the Offer may have taxation implications. Participants should seek and obtain their own taxation advice before participating in the Offer so that they may first satisfy themselves of any taxation implications associated with participating in the Offer and any subsequent sale of the Shares acquired pursuant to the Offer.
24 DIRECTORS' RESPONSIBILITY STATEMENT
The Directors of Select have authorised the lodgement of this Prospectus with the ASIC.
Dr. Martin Soust Managing Director
25 GLOSSARY
"AEST" means Australian Eastern Standard Time.
"ASIC" means Australian Securities and Investments Commission.
"ASX" means Australian Stock Exchange Limited ACN 008 624 691.
"Company" means Select.
"E2" means the E2 envelope protein of Hepatitis C Virus.
"ELISA" means Enzyme Linked Immunosorbent Assay.
"FDA" means Food and Drug Administration of the United States of America.
"HCV" means Hepatitis C Virus (the C strain of viral hepatitis).
"IP" means intellectual property.
"New Shares" means ordinary shares issued to Shareholders pursuant to this Prospectus.
"Offer" means the offer to Shareholders to participate in the non-renounceable pro-rata rights issue described in this Prospectus.
"Phase 1 clinical trial" means the first trial of a drug or vaccine on humans (healthy volunteers) the primary aim of which is to determine safety of the drug or vaccine being administered.
"Placement" means the placement in Section 6 of this Prospectus.
"Prospectus" means this prospectus dated 22 November 2005.
"R&D" means research and development.
"Record Date" means 5:00 pm [AEST] 1 December 2005 for the purpose of identifying the persons who are entitled to New Shares pursuant to the Offer.
"Rights Issue" means the Offer described in this Prospectus.
"Shareholders" means holders of ordinary shares in the issued capital of Select.
"Select" means Select Vaccines Limited ACN 062 063 692.
"Shares" means ordinary shares in the issued capital of Select.
"Underwriter" means Taylor Collison Limited ACN 008 172 450.
"VLP technology" means the Company's proprietary Virus-like Particle technology.
ENTITLEMENT and ACCEPTANCE APPLICATION FORM
This document is important. If you are in doubt as to how to deal with it. please contact your stockbroker or licensed professional adviser.
SELECT VACCINES LIMITED
A.C.N. 062 063 692
PLEASE RETURN COMPLETED FORM TO SHARE REGISTRY:
Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 770 Canning Highway, APPLECROSS WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233 Email: [email protected] OR TO
Select Vaccines Limited Suite 1, 261 - 271 Wattletree Road Malvern, Victoria 3144
| «HOLDER NAME | |
|---|---|
| «ADDRESS_LINE_1 | |
| «ADDRESS LINE 2 | |
| «ADDRESS LINE 3 | |
| «ADDRESS_LINE_4 | |
| «ADDRESS_LINE 5 |
| Holder Number: « HOLDER NO » | |
|---|---|
| Entitlement No: «REF NO» | |
| «SUB REG» |
| Shareholding at 5.00 pm |
Entitlement to Shares 1:4 |
Amount payable on |
|---|---|---|
| AEST on 1 | acceptance | |
| December 2005 | $(a)$ \$0.16 per share |
|
| «SECURITIES» | «ENTITLE | «AMOUNT |
| MENT» |
A non renounceable issue of up to approximately 10,827,826 ordinary fully paid new shares at an issue price of 16 cents each on the basis of one (1) new share for every four (4) shares held
To the Directors, SELECT VACCINES LIMITED
$(1)$ I/We the above named being registered on 1 December 2005 (at 5.00pm AEST) as the holder(s) of ordinary shares in your Company hereby accept and apply for the undermentioned New Shares issued in accordance with the terms of the Prospectus accompanying this form.
| TO BE COMPLETED BY SHARBHOLDER |
NOOFNBW SHARK ACCEPTED/APPLIE RDROR |
$(a \, S0.16 \, P1 \, R)$ SEARE |
AMOUNT ENGLOSHE |
|---|---|---|---|
| A. Entitlement or part thereof | X \$0.16 | AUDS |
- (2) I/We enclose my/our cheque made payable to SELECT VACCINES LIMITED SHARE APPLICATION A/C, for the amount shown being payment at the rate of \$0.16 per New Share annlied for.
- (3) I/We hereby authorise you to place my/our name(s) on the register of members in respect of the number of Shares allotted to me/us and
- (4) I/We agree to be bound by the Constitution of the Company.
- (5) If any information on this form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the directors as to whether to accept this form, and how to construe, amend or complete it, shall be final.
- (6) My/Our contact numbers in case of enquiries are:
Telephone Facsimile Area Code Area Code $\begin{array}{cccccccccccccc} 1 & 1 & 1 & 1 & 1 & 1 & 1 \end{array}$ $\mathbf{I}$ $\mathbf{I}$
NOTE: Only cheques and/or bank drafts in Australian currency and drawn or payable on a bank within Australia should be sent, made payable to SELECT VACCINES LIMITED SHARE APPLICATION A/C crossed Not Negotiable and forwarded to Security Transfer Registrars Pty Ltd, PO Box 535, APPLECROSS WA 6953 together with this Entitlement and Acceptance Form to arrive:
NO LATER THAN 5.00PM AEST ON 19 DECEMBER 2005
THIS FORM DOES NOT REOUIRE SIGNING UNLESS YOU WISH TO CHANGE YOUR ADDRESS
Please complete ONLY if your ISSUER SPONSORED address is INCORRECT.
NEW ADDRESS: (CHESS HOLDERS CAN ONLY AMEND THEIR ADDRESS BY ADVISING THEIR SPONSORING BROKER) BLOCK LETTERS PLEASE Your Signature/s .................................... . . . . . . . . . . . . . . . . . . . .
RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED THIS ISSUE CLOSES 5.00PM AEST ON 19 DECEMBER 2005
«PRINT»
REGISTERED OFFICE: SELECT VACCINES LIMITED SHITE 2 1233 HIGH STREET ARMADALE VIC 3143