EX-99.3 4 d99166dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

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, 24/10/2005.

 

Name of entity

Prima BioMed Ltd (Company)

 

ABN  

90 009 237 889

  

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

 

1   +Class of +securities issued or to be issued   

    a)

 

    b)

 

    c)

 

    d)

  

Fully paid ordinary shares (Placement Shares)

 

Unlisted warrants over ordinary shares (Initial Warrants)

 

Unlisted warrants over ordinary shares (Coverage Warrants)

 

Convertible Notes

      
2  

Number of +securities issued or to be issued (if known) or maximum number which may be issued

   

    a)

 

  

12,136,750 Ordinary Shares (Placement Shares)

 

    

    b)

 

  

8,475,995 Initial Warrants exercisable at A$0.025 per warrant into Ordinary Shares on or before 4 August 2025

 

    

    c)

 

  

371,445,231 Coverage Warrants exercisable at A$0.0237 per warrant into Ordinary Shares on or before 4 August 2020

 

         d)  

13,750,828 Convertible Notes, each with a face value of A$1.00.

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

3   Principal terms of the +securities (e.g., 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)        a)   

Placement shares

    

 

    Placement Shares will rank pari passu with existing Ordinary Shares

    

 

    b)

   

 

Initial Warrants

    

 

The Initial Warrants will be exercisable at A$0.025 per Warrant into Ordinary Shares on or before 4 August 2025. The Initial Warrants will not be quoted. On exercise of the Warrants, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares.

    

 

    c)

   

 

Coverage Warrants

    

 

The Coverage Warrants will be exercisable at A0.0237 per Warrant into Ordinary Shares on or before 4 August 2015. The Coverage Warrants will not be quoted. On exercise of the Warrants, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares.

    

 

    d)

   

 

Convertible Security

       

 

•

 

   

 

13,750,828 Convertible Notes, each with a face value of A$1.00.

 

       

•

 

   

The convertible security bears simple interest at the rate of 3% per annum accruing daily payable on maturity or repayment.

 

       

•

 

   

The Convertible Security shall be convertible into new Ordinary Shares of the Company at a price of A$0.02 per Note (including any accrued interest), which may be subsequently adjusted due to future capital raising

 

       

•

 

   

The Ordinary Shares issued upon conversion of the Convertible Security will rank pari passu with existing Ordinary Shares.

 

        •   

The Convertible Security does not carry any voting rights at meetings of shareholders of the Company, and have no rights of participation in any rights issues undertaken by the Company prior to their conversion.

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

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:

  

            a)

 

            b)

 

 

 

            c)

 

 

 

            d)

  

The Placement Shares rank pari passu with existing Ordinary Shares

 

The Initial Warrants will not be quoted. On exercise of the Initial Warrants, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares.

 

The Coverage Warrants will not be quoted. On exercise of the Coverage Warrants, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares.

 

On conversion of the Convertible Security, the Ordinary Shares will rank

      
 

 

•

  

 

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   

            a)

 

            b)

 

            c)

 

            d)

  

12,136,750 Placement Shares are issued for A$209,965.78 in total.

 

Initial Warrants are issued for nil consideration.

 

Coverage Warrants are issued for nil consideration.

 

A$13,750,828 for the Convertible Notes

6  

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

   

The purpose the issue was to satisfy the conditions of the Ridgeback Subscription Agreement which was approved by shareholders at the EGM held on 31 July 2015. The gross proceeds of the issue will be used to commence two new clinical trials of IMP321 as outlined below and for general working capital purposes:

 

                 •  

A Phase IIb chemo-immunotherapy trial of IMP321 in combination with paclitaxel to treat metastatic breast cancer in patients not eligible to receive trastuzumab (Herceptin®)

                 •  

 

A Phase 1 trial of IMP 321 in combination with an immune checkpoint inhibitor

    

 

Funds will also be used to further progress the research and development programs for IMP 321 and LAG-3 in the Company’s Paris laboratory and for additional working capital.

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

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

       Yes
6b   The date the security holder resolution under rule 7.1A was passed       14 November 2014
6c   Number of +securities issued without security holder approval under rule 7.1       Not applicable
6d   Number of +securities issued with security holder approval under rule 7.1A       Not applicable
6e   Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)       Not applicable
6f   Number of +securities issued under an exception in rule 7.2  

    The following securities were issued under exception 16 of rule 7.2:

 

        a)      

12,136,750 Placement Shares are issued for A$209,965.78 in total.

 

        b)      

Initial Warrants are issued for nil consideration.

 

        c)      

Coverage Warrants are issued for nil consideration.

 

        d)       A$13,750,828 for the Convertible Notes.
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.       Not applicable

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

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  

Not applicable

  
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  

Refer Annexure 1

  
7   Dates of entering +securities into uncertificated holdings or despatch of certificates  

4 August 2015

  
    Number             +Class  
8   Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)  

1,963,631,351

   Ordinary fully paid shares (ASX: PRR)  
 

77,378,696

   Options exercisable at $0.20 on or before 19 June 2017 (PRRO)  

 

        

Number

Amount

    +Class - Options     
9   Number and +class of all       Exercise Price     

Expiration Date

     
     740,741    $ 0.3390       1 February 2016   
     2,800,000    $ 0.1850       1 August 2015   
     200,000    $ 0.1730       20 February 2016   
     1,515,752    $ 0.0774       30 June 2018   
     165,116    $ 0.0774       30 June 2018   
     147,628,500    $ 0.05019       12 December 2018   
     371,445,231    $ 0.0237       4 August 2020   
     8,475,995    $ 0.025       4 August 2025   
        

Number

Amount

    +Class – Performance Rights     
            Type     

Expiration Date

     
    

11,467,525

      STI       30 October 2015   
    

26,715,686

      LTI       30 October 2018   
     6,004,902      NED PRs       Each tranche of NED PRs will expire 30 days from each tranche vesting date indicated in this appendix 3B released on 26 November 2014.   

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

        

Number

Amount

    +Class – Convertible Notes     
            Type   

Expiration Date

     
     13,750,828    Convertible Notes each with a face value of AU$1, expiring on 4 August 2025   

 

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

Unchanged

Part 2 - Bonus issue or pro rata issue

 

11   Is security holder approval required?  

Not applicable

12   Is the issue renounceable or non-renounceable?  

Not applicable

13   Ratio in which the +securities will be offered  

Not applicable

14   +Class of +securities to which the offer relates  

Not applicable

15   +Record date to determine entitlements  

Not applicable

16   Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?  

Not applicable

17   Policy for deciding entitlements in relation to fractions  

Not applicable

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

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.

  

Not applicable

19   Closing date for receipt of acceptances or renunciations  

Not applicable

20   Names of any underwriters  

Not applicable

21   Amount of any underwriting fee or commission  

Not applicable

22   Names of any brokers to the issue  

Not applicable

23   Fee or commission payable to the broker to the issue  

Not applicable

24   Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders  

Not applicable

25   If the issue is contingent on +security holders’ approval, the date of the meeting  

Not applicable

26   Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled  

Not applicable

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  

Not applicable

28   Date rights trading will begin (if applicable)  

Not applicable

29   Date rights trading will end (if applicable)  

Not applicable

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

30   How do +security holders sell their entitlements in full through a broker?  

Not applicable

31   How do +security holders sell part of their entitlements through a broker and accept for the balance?  

Not applicable

32   How do +security holders dispose of their entitlements (except by sale through a broker)?  

Not applicable

33   +Despatch date  

Not applicable

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

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

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

Entities that have ticked box 34(b)

 

38   Number of securities for which +quotation is sought  

Not applicable

   
39   Class of +securities for which quotation is sought  

Not applicable

   
40   Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?  

Not applicable

   
  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)

  

Not applicable

   
                 Number    +Class     
42   Number and +class of all +securities quoted on ASX (including the securities in clause 38)  

Not applicable

      

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

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.

 

Sign here:   LOGO     Date: 4 August 2015
 

 

Company secretary

    
Print name:   Deanne Miller    

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

Appendix 3B – Annexure 1

Calculation of placement capacity under

rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

 

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue    1,228,709,341

Add the following:

 

•     Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2

 

•     Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval

 

•     Number of partly paid +ordinary securities that became fully paid in that 12 month period

 

Note:

 

•     Include only ordinary securities here – other classes of equity securities cannot be added

 

•     Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

 

•     It may be useful to set out issues of securities on different dates as separate line items

    1,114,843,236
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period    Nil
“A”    2,343,552,577

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

Step 2: Calculate 15% of “A”
“B”   

0.15

 

[Note: this value cannot be changed]

Multiply “A” by 0.15    351,532,887
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:

 

•     Under an exception in rule 7.2

 

•     Under rule 7.1A

 

•     With security holder approval under rule 7.1 or rule 7.4

 

Note:

 

•     This applies to equity securities, unless specifically excluded – not just ordinary securities

 

•     Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

 

•     It may be useful to set out issues of securities on different dates as separate line items

    Nil
“C”    Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15

 

Note: number must be same as shown in Step 2

    351,532,887

Subtract “C”

 

Note: number must be same as shown in Step 3

    Nil
Total [“A” x 0.15] – “C”   

351,532,887

 

[Note: this is the remaining placement capacity under rule 7.1]

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

Part 2

 

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A”

 

Note: number must be same as shown in Step 1 of Part 1

    2,343,552,577
Step 2: Calculate 10% of “A”
“D”   

0.10

 

Note: this value cannot be changed

Multiply “A” by 0.10    234,355,258
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

 

Notes:

 

•     This applies to equity securities – not just ordinary securities

 

•     Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

 

•     Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

 

•     It may be useful to set out issues of securities on different dates as separate line items

    Nil
“E”    Nil

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10

 

Note: number must be same as shown in Step 2

    234,355,258

Subtract “E”

 

Note: number must be same as shown in Step 3

    Nil
Total [“A” x 0.10] – “E”   

234,355,258

 

Note: this is the remaining placement capacity under rule 7.1A

 

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au    ABN: 90 009 237 889