EX-99.1 2 d657169dex991.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

      

1.  Unlisted Performance Rights

    

2.  Ordinary Shares

        
            

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

      

1.  10,000,000 Unlisted Performance Rights

    

2.  3,900,000 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)

      

1.  Unlisted Performance Rights

 

   
     Number of performance rights    10,000,000. This number has been calculated based on 4 years of directors’ fees at $60,000 per annum divided by $0.024 (being the 5 day VWAP up to and including 15 December 2017).    
     Vesting conditions    Service-based vesting conditions only.    
     Tranche 1    2,500,000 on 1 December 2018. (Being continued service from 18 November 2017 to 17 November 2018    
     Tranche 2    2,500,000 on 1 December 2019. (Being continued service from 18 November 2018 to 17 November 2019    
     Tranche 3    2,500,000 on 1 December 2020. (Being continued service from 18 November 2019 to 17 November 2020    
     Tranche 4    2,500,000 on 1 December 2021. (Being continued service from 18 November 2020 to 17 November 2021    
     Expiry Date    The performance rights will expire, if not exercised, one year after the relevant vesting date for each tranche of performance rights (see above)    
     Price of performance rights    Performance rights will be granted at no cost. Once the vesting conditions (service only) are met (or waived in exceptional circumstances), the performance rights will be exercisable at nil cost.    
      

 

2.  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

      

1.  Yes, if/when the Performance Rights vest to shares

2.  ‘Pari Passu’ with existing Fully Paid Ordinary Shares

         

 

 

 

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5   Issue price or consideration        

 

      

1.  Nil

2.  Nil

         

6   Purpose of the issue

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

 

      

1.  Unlisted Performance Rights are issued to Dr Russell Howard in lieu of cash for his services as a non-executive director, in accordance with shareholder approval at the AGM held on 16 November 2018.

2.  Vesting & exercise of Performance Rights under the Executive Incentive Plan into fully paid 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

      

16 November 2018

         

6c Number of +securities issued without security holder approval under rule 7.1

      

Nil

         

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)

      

1.  10,000,000 performance rights approved at the AGM on 16 November 2018 for Non-Executive Director, Dr Russell Howard.

         

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

      

2.  3,900,000 issued under exception 4 in rule 7.2

         

 

 

 

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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.

      

21 November, 2018

         
       Number    +Class
   

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

       3,084,431,629    Ordinary fully paid shares (ASX: IMM)
         
       Number    +Class - Options

9   Number and +class of all +securities not quoted on the ASX (including the securities in clause 2 if applicable)

       Amount    Exercise Price    Expiration Date
       147,628,500      $0.05019      12 December 2018  
       371,445,231      $0.0237      4 August 2020  
       793,103      $0.057      30 October 2020  
       1,026,272      $0.040      7 March 2021  
       8,475,995      $0.025      4 August 2025  
         

 

 

 

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       Number    +Class – Warrants over NASDAQ listed American Depository Shares
       Amount    Exercise Price    Terms
       1,553,718      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
       5,472,734      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.
       8,533,063      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 4December 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
       10,000,000      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
       7,751,152      LTI      Each tranche of LTIs will expire one year after Vesting Date if not exercised as indicated in this appendix 3B released on 2 October 2018
       10,000,000      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 21 November 2018.
         
       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
         

 

 

 

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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

 

         

 

 

 

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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

         

 

 

 

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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

Entities that have ticked box 34(b)

 

 

 

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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     

 

 

 

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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:

 

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...........................................................................

 

Date: 21/11/2018

  Company secretary  

Print name:

  Deanne Miller  

 

 

 

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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

   2,362,662,532
   

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

  

 

721,769,097

   

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

   Nil
   

“A”

   3,084,431,629

 

 

 

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Step 2: Calculate 15% of “A”
   

“B”

  

0.15

 

[Note: this value cannot be changed]

   

Multiply “A” by 0.15

   462,664,744
 
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

   462,664,744
   

Subtract “C”

 

Note: number must be same as shown in Step 3

   Nil
   

Total [“A” x 0.15] – “C”

  

462,664,744

 

Note: this is the remaining placement capacity under rule 7.1

 

 

 

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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

   3,084,431,629
   
Step 2: Calculate 10% of “A”     
   

“D”

  

0.10

 

Note: this value cannot be changed

   

Multiply “A” by 0.10

   308,443,162
 
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”

   308,443,162

 

 

 

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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

   308,443,162
   

Subtract “E”

 

Note: number must be same as shown in Step 3

   Nil
   

Total [“A” x 0.10] – “E”

  

308,443,162

 

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

 

 

 

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