EX-99.1 2 d631136dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

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 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
Immutep Limited (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    837,600 Ordinary Shares
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 Fully Paid Ordinary Shares


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
5    Issue price or consideration    US$2.50 per ADS (1 ADS = 100 ordinary shares)
6   

Purpose of the issue

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

   Issuance of ordinary shares on exercise of 8,376 warrants over American Depository Shares (ADS) at US$2.50 per warrant. Each warrant represents one ADS, where one ADS = 100 ordinary shares.
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    17 November 2017
6c    Number of +securities issued without security holder approval under rule 7.1    Nil

 

Immutep Limited, Level 12, 95 Pitt St, Sydney NSW 2000

Phone: +61 2 8315 7003 Fax: +61 2 8569 1880

ABN: 90 009 237 889


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    837,600 Ordinary Shares on conversion of warrants previously ratified at 2017 AGM.
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
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   

+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.

   28 September 2018

 

          Number   

+Class

8

   Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)    3,032,923,269    Ordinary fully paid shares (ASX: IMM)

 

Immutep Limited, Level 12, 95 Pitt St, Sydney NSW 2000

Phone: +61 2 8315 7003 Fax: +61 2 8569 1880

ABN: 90 009 237 889


           Number      +Class – Options
9    Number and +class of all    Amount      Exercise Price     

Expiration Date

   +securities not quoted on the ASX      147,628,500      $ 0.05019      12 December 2018
   (including the securities in clause      371,445,231      $ 0.0237      4 August 2020
     2 if applicable)    793,103      $         0.057      30 October 2020
          1,026,272      $         0.040      7 March 2021
          8,475,995      $         0.025      4 August 2025
          Number      +Class – Warrants over NASDAQ listed American Depository Shares
          Amount      Exercise Price     

Terms

        1,905,045      US$ 2.50      Each Warrant entitles the holder to purchase 1 ADS (where one ADS = 100 Ordinary Shares) at the exercise price and is exercisable immediately. Each Warrant will expire 5 January 2023
          Number      +Class – Performance Rights
          Amount      Type     

Expiration Date

        3,900,000        STI      30 November 2018
        16,731,373        LTI      30 October 2018
        8,209,101        NED PRs      Each tranche of NED PRs will expire one year after Vesting Date if not exercised as indicated in the appendix 3B released on 6 December 2016.
        13,272,356        NED PRs      Each tranche of NED PRs will expire one year after Vesting Date if not exercised as indicated in this appendix 3B released on 4 December 2017
        73,333,333        LTI      Each tranche of LTIs will expire one year after Vesting Date if not exercised as indicated in this appendix 3B released on 4 December 2017
        15,000,000        LTI      Each tranche of LTIs will expire one year after Vesting Date if not exercised as indicated in this appendix 3B released on 4 December 2017
          Number      +Class – Convertible Notes
          Amount      Type     

Expiration Date

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

 

Immutep Limited, Level 12, 95 Pitt St, Sydney NSW 2000

Phone: +61 2 8315 7003 Fax: +61 2 8569 1880

ABN: 90 009 237 889


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
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

 

Immutep Limited, Level 12, 95 Pitt St, Sydney NSW 2000

Phone: +61 2 8315 7003 Fax: +61 2 8569 1880

ABN: 90 009 237 889


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
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

 

Immutep Limited, Level 12, 95 Pitt St, Sydney NSW 2000

Phone: +61 2 8315 7003 Fax: +61 2 8569 1880

ABN: 90 009 237 889


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)       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

 

Immutep Limited, Level 12, 95 Pitt St, Sydney NSW 2000

Phone: +61 2 8315 7003 Fax: +61 2 8569 1880

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?

 

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

   Not applicable
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   

 

Immutep Limited, Level 12, 95 Pitt St, Sydney NSW 2000

Phone: +61 2 8315 7003 Fax: +61 2 8569 1880

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: 28/09/2018
   Company secretary      

Print name: Deanne Miller

 

Immutep Limited, Level 12, 95 Pitt St, Sydney NSW 2000

Phone: +61 2 8315 7003 Fax: +61 2 8569 1880

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    2,358,356,064

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

  

 

348,374,824

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period    Nil
“A”    2,706,730,888

 

Immutep Limited, Level 12, 95 Pitt St, Sydney NSW 2000

Phone: +61 2 8315 7003 Fax: +61 2 8569 1880

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    406,009,633

 

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

  

86,259,462

“C”    86,259,462

 

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

   406,009,633

Subtract “C”

 

Note: number must be same as shown in Step 3

   86,259,462
Total [“A” x 0.15] – “C”   

319,750,171

 

Note: this is the remaining placement capacity under rule 7.1

 

Immutep Limited, Level 12, 95 Pitt St, Sydney NSW 2000

Phone: +61 2 8315 7003 Fax: +61 2 8569 1880

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

   2,706,730,888

 

Step 2: Calculate 10% of “A”

“D”   

0.10

 

Note: this value cannot be changed

Multiply “A” by 0.10    270,673,089

 

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

  

239,932,919

“E”    239,932,919

 

Immutep Limited, Level 12, 95 Pitt St, Sydney NSW 2000

Phone: +61 2 8315 7003 Fax: +61 2 8569 1880

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

   270,673,089

Subtract “E”

 

Note: number must be same as shown in Step 3

   239,932,919
Total [“A” x 0.10] – “E”   

30,740,170

 

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

 

Immutep Limited, Level 12, 95 Pitt St, Sydney NSW 2000

Phone: +61 2 8315 7003 Fax: +61 2 8569 1880

ABN: 90 009 237 889


LOGO

 

 

ASX/Media Release (Code: ASX: IMM; NASDAQ: IMMP)

28 September 2018

APPENDIX 3B & CLEANSING NOTICE

With respect to the shares the subject of this issuance as detailed in the Appendix 3B lodged today, 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:

 

  (a)

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

 

  (b)

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.

Yours faithfully

Immutep Limited

 

LOGO

Deanne Miller

Company Secretary