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SYNTARA LIMITED Capital/Financing Update 2011

Dec 15, 2011

65830_rns_2011-12-15_fd15e2de-fb01-44de-9c42-6ffb798c86af.pdf

Capital/Financing Update

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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

Pharmaxis Ltd ABN 75 082 811 630

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 Fully paid ordinary shares ( Shares ). issued 2 Number of[+] securities issued or to 36,247,442 Shares issued under the second be issued (if known) or maximum settlement of the pro-rata accelerated nonnumber which may be issued renounceable entitlement offer announced by Pharmaxis Ltd on 16 November 2011 ( Entitlement Offer ). 3 Principal terms of the[+] securities Fully paid ordinary shares. (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)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all Yes. 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 $1.05 per new Share. 6 Purpose of the issue The proceeds from the Entitlement Offer will be (If issued as consideration for the used to increase Pharmaxis’ cash reserves and acquisition of assets, clearly identify strengthen the Company’s balance sheet in those assets) anticipation of the commercial launch of Bronchitol for cystic fibrosis in Europe, which is expected to occur in the first half of 2012.

7 Dates of entering[+] securities into 19 December 2011. uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 305,490,989 Shares Fully paid ordinary +securities quoted on ASX after completion of the shares ( including the securities in clause second settlement of 2 if applicable) the Entitlement Offer.

  • See chapter 19 for defined terms.

Appendix 3B Page 2

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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
2,800,000
250,000
15,000
225,000
290,000
700,000
30,000		 Options expiring on
various dates with an
exercise
price
of
$0.1725 (ASX Code
PXSAO)
Options expiring 30
November 2013 with
an exercise price of
$0.236 (ASX Code
PXSAQ)
Options
expiring
3
June 2014 with an
exercise
price
of
$0.286 (ASX Code
PXSAU)
Options
expiring
1
February 2015 with an
exercise
price
of
$0.6940 (ASX Code
PXSAY)
Options expiring 11
May 2015 with an
exercise
price
of
$1.007 (ASX Code
PXSAW)
Options
expiring
4
August 2015 with an
exercise price of $1.65
(ASX Code PXSAZ)
Options expiring 16
October 2015 with an
exercise
price
of
$2.632 (ASX Code
PXSAA)
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

35,000
87,500
769,750
25,000
25,000
132,500
1,460,500
150,000
200,000		 Options expiring 12
February 2016 with an
exercise
price
of
$2.054 (ASX Code
PXSAB)
Options expiring 31
May 2016 with an
exercise
price
of
$1.894 (ASX Code
PXSAC)
Options expiring 14
August 2016 with an
exercise
price
of
$1.777 (ASX Code
PXSAD)
Options expiring 19
September 2016 with
an exercise price of
$1.7818 (ASX Code
PXSAE)
Options expiring 13
December 2016 with
an exercise price of
$2.9310 (ASX Code
PXSAF)
Options expiring 17
June 2017 with an
exercise
price
of
$3.1755 (ASX Code
PXSAH)
Options
expiring
9
August 2017 with an
exercise
price
of
$3.2490 (ASX Code
PXSAL)
Options
expiring
9
August 2017 with an
exercise
price
of
$3.2490 (ASX Code
PXSAI)
Options expiring 14
November 2016 with
an exercise price of
$3.0858 (ASX Code
PXSAK)
  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

Number +Class
490,000
2,000
8,000
4,000
51,500
1,188,500
200,000
200,000
62,500		 Options
expiring
5
November 2017 with
an exercise price of
$4.1500 (ASX Code
PXSAT)
Options expiring 13
December 2017 with
an exercise price of
$3.9973 (ASX Code
PXSAJ)
Options
expiring
7
February 2018 with an
exercise
price
of
$3.1266 (ASX Code
PXSAN)
Options expiring 10
April 2018 with an
exercise
price
of
$1.9735 (ASX Code
PXSAP)
Options expiring 22
June 2018 with an
exercise
price
of
$1.4590 (ASX Code
PXSAR)
Options expiring 11
August 2018 with an
exercise
price
of
$1.6770 (ASX Code
PXSAS)
Options expiring 22
June 2018 with an
exercise
price
of
$1.4590 (ASX Code
PXSAV)
Options expiring 11
August 2018 with an
exercise
price
of
$1.6770 (ASX Code
PXSAX)
Options expiring 22
October 2018 with an
exercise
price
of
$1.4660 (ASX Code
PXSAAA)
  • See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)		 Number +Class
35,000
208,500
3,750
1,685,500
501,000
8,640
23,000
7,000
31,000		 Options expiring 10
December 2018 with
an exercise price of
$1.1207 (ASX Code
PXSAAB)
Options
expiring
4
February 2019 with an
exercise
price
of
$1.1980 (ASX Code
PXSAAC)
Options expiring 22
April 2019 with an
exercise
price
of
$1.8174 (ASX Code
PXSAAD)
Options expiring 22
June 2019 with an
exercise
price
of
$2.4098 (ASX Code
PXSAAE)
Options
expiring
6
September 2020 with
a zero exercise price
(ASX Code PXSAAF)
Options expiring 23
September 2020 with
a zero exercise price
(ASX
Code
PXSAAG)
Options expiring 14
November 2020 with a
zero
exercise
price
(ASX
Code
PXSAAH)
Options expiring 23
January 2021 with a
zero
exercise
price
(ASX Code PXSAAI)
Options expiring 29
August 2021 with a
zero
exercise
price
(ASX Code PXSAAJ)
n/a

Part 2 - Bonus issue or pro rata issue

  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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		 No.
Non-renounceable.
1 new Share for every 3 existing Shares held
as at therecord datefortheEntitlement Offer.
Fully paid ordinary shares.
7:00pm (Sydney time) on 21 November 2011.
No.
Where fractions arise in the calculation of the
entitlements under the Entitlement Offer, the
number of shares will be rounded up to the
nearest wholenumberofshares.
All countries other than Australia and New
Zealand and any other jurisdiction into which
it is decided to make offers.
The Institutional Entitlement Offer closed on
17 November 2011.
The Retail Entitlement Offer closed on 8
December 2011.
Merrill Lynch International (Australia) Ltd and
Wilson HTM Corporate Finance Limited.
Entitlement
Offer
fully
underwritten
to
approximately $80.2 million
(1.) Management
fee
of
1.5%
of
the
Entitlement Offer proceeds;
(2.) an underwriting fee of 3.0% of the
underwritten amount.
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)
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		 Brokers to the Retail Entitlement Offer - BBY
Limited, RBS Morgans Limited and Shaw
StockbrokingLimited.

Pharmaxis has agreed to pay a fixed lump sum
of$35,000(excludingGST)to each broker.
Stamping fee of 1.0% for each application.
The underwriters will pay the first $150 per
application and Pharmaxis will pay/ reimburse
the underwriters anyamount over that amount.
Not applicable.
A Retail Offer Booklet together with a
personalised entitlement and acceptance form
was sent to eligible retail shareholders on 24
November 2011.
16 November 2011.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Refer to Item 7 of this Appendix 3B.
  • See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

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 9

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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 10

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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.

==> picture [142 x 68] intentionally omitted <==

==> picture [358 x 56] intentionally omitted <==

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

Sign here: ............................................................ Date: .. 16 December 2011
(Company secretary)
Print name: ......David McGarvey............
== == == == ==
----- End of picture text -----

  • See chapter 19 for defined terms.

Appendix 3B Page 11

1/1/2003

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