EX-99.2 3 d678504dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

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.  Ordinary Shares

 

The number and class of securities granted are expressed in terms of ordinary shares, but have been granted over American Depositary Shares (ADS) (where one ADS = 100 Ordinary Shares).

 

    

2.  Warrants

 

      

Warrants will be granted to purchase ADS (where one ADS = 100 Ordinary Shares).

 

            

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

      

 

1.  260,000,000 Ordinary Shares

 

representing 2,600,000 ADS.

 

    

2.  2,080,000 Warrants

 

    

to purchase 2,080,000 ADS (where one ADS = 100 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.  Fully Paid Ordinary Shares

 

The number and class of securities granted are expressed in terms of ordinary shares, but have been granted over American Depositary Shares (ADS) (where one ADS = 100 Ordinary Shares).

 

2.  Warrants

 

The warrants have an exercise price of US$2.50 per ADS, are exercisable immediately and will expire on the third anniversary of the effective date of a registration statement covering resale of all of the warrant shares underlying the ADSs issuable upon exercise of the warrants.

 

       

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.  ‘Pari Pasu’ with existing Fully Paid Ordinary Shares

 

2.  Warrants will not be quoted.

  

5   Issue price or consideration

  

 

1.  US$2.00 per ADS to raise US$5,200,000

 

2.  Nil.

 

  

6   Purpose of the issue

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

  

 

•   To continue of our ongoing clinical development of IMP321;

 

•   To continue our preclinical development of IMP761;

 

•   For general corporate purposes;

 

•   We may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies that we view as complementary to our own.

 

 

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


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

   2,080,000 Warrants
  

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

   260,000,000 Ordinary Shares
  

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.

  

Yes

Date the price was agreed was 19 December, 2018. Issue date is

21 December, 2018.

VWAP: $0.0347

75%: $0.0260

Source: Bloomberg Finance L.P

  

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

 

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


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 December 2018, to be held by the securities registry agent pending closing under the securities purchase agreement announced to the market on 19 December, 2018
        
   Number                             +Class

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

   3,344,431,629      Ordinary fully paid shares (ASX: IMM)
        
   Number    +Class - Options     

9   Number and +class of all

(including the securities in clause 2 if applicable)

   Amount    Exercise Price    Expiration Date
   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  
        
   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

 

   2,080,000    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 on the third anniversary of the effective date of a registration statement covering resale of all of the warrant shares underlying the ADSs issuable upon exercise of the warrants.

 

 

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 – 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 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

 

   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
        

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

 

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


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
  

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

 

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


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

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)

 

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


(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)

 

38   Number of securities for which +quotation is sought

   Not applicable
  

39   Class of +securities for which quotation is sought

   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


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: /s/ Tom Bloomfield                                                  Date: 21/12/2018

        Company secretary

Print name: Tom Bloomfield

 

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    2,399,329,199

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

 

  

    

685,102,430

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period    Nil
A    3,084,431,629

 

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

 

  

 

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

 

  

 

2,080,000 Warrants convertible into 2,080,000 ADS (representing 208,000,000 ordinary shares)

 

C

 

  

 

208,000,000

 

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

   462,664,744

 

Subtract “C”

 

Note: number must be same as shown in Step 3

 

  

 

208,000,000

 

Total [“A” x 0.15] – “C”

  

254,664,744

 

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

   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

 

  

 

260,000,000

E    260,000,000

 

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

   308,443,162

Subtract “E”

 

Note: number must be same as shown in Step 3

   260,000,000
Total [“A” x 0.10] – “E”   

48,443,162

 

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