EX-99.1 2 v132567_ex99-1.htm
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:
Prana Biotechnology Limited                     (ASX:PBT)

ABN:
37 080 699 065

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
  
 
Ordinary Shares (PBT)
 
 
       
2
Number of +securities issued or to be issued (if known) or maximum number which may be issued
  
 
49,803
 
       
3
Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
  
 
Pari Passu with existing ordinary shares (PBT)
 
+ See chapter 19 for defined terms.

1/1/2003
Appendix 3B Page 1


Appendix 3B
New issue announcement
 
 
 
  
  
4
Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
 
If the additional securities do not rank equally, please state:
·   the date from which they do
·   the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
·   the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
  
 
Yes (PBT)
 
 
  
  
5
Issue price or consideration
  
 
$ Nil
 
 
 
  
 
6
Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
 
 
 
  
 
Exercise of options on termination of employee (exercised at nil consideration on or before 31.10.2010)
 
 
  
  
7
Dates of entering +securities into uncertificated holdings or despatch of certificates
 
  
 
17th November 2008
 
  
 
 
  
 
  
 
 
  
Number 
+Class
8
Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)
 
 
  
202,111,131
Ordinary Shares (PBT)
 
 + See chapter 19 for defined terms.
 

Appendix 3B
New issue announcement
 
9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)

ASX Code
  
Number
  
Class of Securities
  
Issued
under an
ESOP
Security
Type
  
Exercise Price
  
Expiry Date
PBTAM
  
3,320,000
  
Unlisted
warrants
 
US$8.00 per
warrant into 1 ADR
(PRAN) (1 ADR = 10
Ordinary Shares (PBT))
  
4 June 2009
  
-
PBTAK
  
380,000
  
Unlisted
Options
  
US$5.00 per
option into 1 ADR
(PRAN) (1 ADR = 10
Ordinary Shares (PBT))
  
17 Dec 2012
  
2004 US
ADS Plan
PBTAW
  
2,677,500
  
Unlisted
Options
  
$Nil
  
30 June 2010
  
2004 ASX
Plan
PBTAA
  
4,352,893
  
Unlisted
Options
  
AUD$0.446
  
30 Nov 2009
  
-
PBTAB
  
1,250,000
  
Unlisted
Options
  
$Nil
  
7 Aug 2014
  
2004 ASX
Plan
PBTAC
  
2,200,000
  
Unlisted
Options
  
$Nil
  
31 July 2009
  
2004 ASX
Plan
PBTAD
  
382,756
  
Unlisted
Options
  
$Nil
  
31 Dec 2011
  
2004 ASX
Plan
PBTAZ
  
5,395,112
  
Unlisted
Options
  
AUD$0.370
  
31 Oct 2010
  
-
PBTAI
  
5,395,112
  
Unlisted
Options
  
AUD$0.430
  
30 Nov 2010
  
-
PBTAE
  
400,000
  
Unlisted
Options
  
AUD$0.285
  
17 Dec 2008
  
2004 ASX
Plan
PBTAF
  
717,592
  
Unlisted
Options
  
$Nil
  
31 Oct 2010
  
2004 ASX
Plan
PBTAG
  
2,400,000
  
Unlisted
Options
  
AUD$0.30
  
31 Oct 2010
  
2004 ASX
Plan
‘New Class’
  
2,000,000
  
Unlisted
Options
  
AUD$0.30
  
30 June 2010
  
2004 ASX
Plan

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

+ See chapter 19 for defined terms.
 
1/1/2003
Appendix 3B Page 3


Appendix 3B
New issue announcement
 
Part 2 - Bonus issue or pro rata issue
       
11
Is security holder approval required?
    
       
12
Is the issue renounceable or non-renounceable?
    
       
13
Ratio in which the +securities will be offered
    
       
14
+Class of +securities to which the offer relates
    
       
15
+Record date to determine entitlements
    
       
16
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
    
       
17
Policy for deciding entitlements in relation to fractions
    
       
18
Names of countries in which the entity has +security holders who will not be sent new issue documents
 
Note: Security holders must be told how their entitlements are to be dealt with.
 
Cross reference: rule 7.7.
    
       
19
Closing date for receipt of acceptances or renunciations
    
       
20
Names of any underwriters
 
    
       
21
Amount of any underwriting fee or commission
    
       
22
Names of any brokers to the issue
 
    
       
23
Fee or commission payable to the broker to the issue
    

+ See chapter 19 for defined terms.
 

Appendix 3B
New issue announcement
       
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
 
    

+ See chapter 19 for defined terms.
 
1/1/2003
Appendix 3B Page 5

 
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)
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

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
    

+ See chapter 19 for defined terms.



Appendix 3B
New issue announcement
       
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)
    
       
     
Number
+Class
42
Number and +class of all +securities quoted on ASX (including the securities in clause 38)
 
 
      

+ See chapter 19 for defined terms.

1/1/2003
Appendix 3B Page 7


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.
 
Sign Here:

Date: Monday 17th November 2008
 
Company Secretary
  

Print Name:  Mr Richard Revelins


17/11/2008
  
 
 
+ See chapter 19 for defined terms.