EX-99.1 2 d936486dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

1Rule 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 Ordinary Shares
    
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 5,000,000 Ordinary Shares

 

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) Pari passu with existing Ordinary Shares (PRR)
    
4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? Yes (PRR)
 

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 5.019 cents per share as a result of the exercise of 5,000,000 warrants.

 

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


6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) The purpose of the issue is to raise capital for general corporate and working capital purposes.
    
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 5,000,000 Ordinary Shares
    
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    2 June 2015

 

     Number            +Class
8    Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)      1,729,133,101          Ordinary fully paid shares (ASX: PRR)
     77,378,696            Options exercisable at $0.20 on or before 19 June 2017 (PRRO)

 

          Number      +Class - Options
9    Number and +class of all    Amount      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
        169,990,000       $ 0.05019       12 December 2018
           
          Number      +Class – Performance Rights
          Amount      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.

 

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

 

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 - 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
    
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

 

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


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
    
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

 

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 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 Not applicable
    
39 Class of +securities for which quotation is sought 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


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:

   Not applicable
 
     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: 2 June 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 377,280,310
     
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  
   

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

 

Nil
   

“A”

 

1,605,989,651

 

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

 

240,898,448
 

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: 228,000,000
   
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  
   

“C”

 

228,000,000
 

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

 

240,898,448
   

Subtract “C”

 

Note: number must be same as shown in Step 3

 

228,000,000
   
Total [“A” x 0.15] – “C”

12,898,448

 

[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

 

1,605,989,651
 

Step 2: Calculate 10% of “A”

 

   
“D”

0.10

 

Note: this value cannot be changed

   

Multiply “A” by 0.10

 

160,598,965
 

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 95,143,450
   
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

 

 
   
“E” 95,143,450

 

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

 

160,598,965

 

Subtract “E”

 

Note: number must be same as shown in Step 3

 

95,143,450

 

   
Total [“A” x 0.10] – “E”

65,455,515

 

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