EX-99.1 2 f6k080119ex99-1_alterity.htm APPENDIX 3B

Exhibit 1 

 

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

  

Name of Entity
  Alterity Therapeutics Limited (ASX: ATH)

  

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 (ATH)

 

     
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 7,962,060
     
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)

Fully paid ordinary shares (ATH)

 

     
4

Do the +securities rank equally in all respects from the +issue date 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

 

 

 

+ See chapter 19 for defined terms.

  Appendix 3B Page 1

 

 

5 Issue price or consideration

USD 191,912

     

6

Purpose of the issue

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

To fund the Company’s current clinical development, research programs and working capital. This is an on-going placement – more tranches will be allotted in the future.

 

     

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 16 November 2018
     

6c
Number of +securities issued without security holder approval under rule 7.1 7,962,060
     

6d
Number of +securities issued with security holder approval under rule 7.1A Nil
     

6e
Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) Nil
     

6f
Number of +securities issued under an exception in rule 7.2

Nil

 

     

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. N/A
     

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 N/A
     

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 to the attached Annexure 1

  

+ See chapter 19 for defined terms.

  Appendix 3B Page 2

 

 

7

+Issue dates

 

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

 

Cross reference: item 33 of Appendix 3B.

Wednesday, July 31st 2019

  

      Number   +Class
8

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

  868,799,492  

Fully Paid Ordinary Shares (ATH)

 

           
9

Number and +class of all +securities not quoted on ASX

(including the +securities in section 2 if applicable)

   

   

         Class of Securities  Issued
  ASX Code  Number   Security
Type
  Exercise Price   Expiry Date  under an ESOP
  PBTAH   2,000,000   Unlisted Options   AUD$0.26   18 Feb 2020  2004 ASX Plan
  PBTAR   1,400,000   Unlisted Options   AUD$0.27   25 May 2020  2004 ASX Plan
  PBTAS   7,350,000   Unlisted Options   AUD$0.07   6 Jun 2022  2004 ASX Plan
  PBTAAA   13,850,000   Unlisted Options   AUD$0.11   14 Dec 2022  2004 ASX Plan
  PBTAI   700,000   Unlisted Options   AUD $0.083   31 January 2023  2004 ASX Plan
  NEW CLASS   586,672,964   Short-term warrants   AUD $0.045   19 December 2019  No
  TOTAL   611,972,964               

  

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

 

Part 2 - Pro rata issue – n/a

 

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  

 

+ See chapter 19 for defined terms.

  Appendix 3B Page 3

 

 

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 offer 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  
     
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 offer documents 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 +Issue date  

 

+ See chapter 19 for defined terms.

  Appendix 3B Page 4

 

 

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 – n/a

 

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) – n/a

 

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 +issue date 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.

  Appendix 3B Page 5

 

 

Quotation agreement

 

1+Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

 

2We 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.

 

3We 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.

 

4We give ASX the information and documents required by this form. If any information or document is not available now, we 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.

 

  /s/ Phillip Hains Date: Thursday, 1st August 2019
Sign here: Company Secretary  
     
Print name:  Phillip Hains  

  

  The CFO Solution  

 

+ See chapter 19 for defined terms.

  Appendix 3B Page 6

 

 

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 536,975,050
   

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

 

 

Nil

 

311,038,282

 

Nil

 

   
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period Nil
   
“A” 848,013,332

 


Step 2: Calculate 15% of “A”
 
“B”

0.15

 

[Note: this value cannot be changed]

 

Multiply “A” by 0.15 127,202,000

 

+ See chapter 19 for defined terms.

  Appendix 3B Page 7

 

 

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

 

 

 

 

 

 

 

 

20,786,160

 

   
“C” 20,786,160

 

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

 

127,202,000

Subtract “C”

 

Note: number must be same as shown in Step 3

 

20,786,160
Total [“A” x 0.15] – “C”

106,415,840

 

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

 

+ See chapter 19 for defined terms.

  Appendix 3B Page 8

 

 

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

848,013,332

 

Step 2: Calculate 10% of “A”

 

“D”

0.10

 

Note: this value cannot be changed

 

Multiply “A” by 0.10 84,801,333

 

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

 

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

 

84,801,333

Subtract “E”

 

Note: number must be same as shown in Step 3

 

Nil
Total [“A” x 0.10] – “E”

84,801,333

 

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

 

 

+ See chapter 19 for defined terms.

  Appendix 3B Page 9

 

 

 

 

ASX ANNOUNCEMENT

 

Notice Under Section 708A(5) of the Corporations Act

[ASX Code: ATH]

 

Thursday, 1st August 2019

 

This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.

 

  Type: Shares
  Class/Description: Ordinary Fully Paid
  ASX Code: ATH
  Date of Issue: Wednesday, 31st July 2019
  Number Issued: 7,962,060
  Issue Consideration: USD 191,912

 

The Company intends to apply to Australian Stock Exchange Limited for quotation of the above shares.

 

Accordingly, the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the “Corporations Act”) that:

 

1.the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

 

2.as at the date of this notice the Company has complied with:

 

(i)the provisions of Chapter 2M Corporations Act as they apply to the Company; and

 

(ii)section 674 Corporations Act; and

 

3.as at the date of this notice there is no “excluded information” (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company.

 

For and on behalf of the Company,

  

/s/ Phillip Hains    

Phillip Hains

Company Secretary

Alterity Therapeutics Limited