EX-99.1 2 a08-9325_2ex99d1.htm EX-99.1

Exhibit 99.1

 

Appendix 3B

New issue announcement

 

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

Progen Pharmaceuticals Limited

 

ABN

82 010 975 612

 

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

 

Options. An issue of incentive Options to an employee.

 

 

 

 

 

2

 

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

 

25,000 Options

 

 

 

 

 

3

 

Principal terms of the +securities (eg, 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)

 

Principal terms of the Options are:

Exercise price = A$1.42
Expiry date = 10 March 2013
Vesting schedule = 25,000 (the total amount
of options) vest on 10 March 2009

 

+ See chapter 19 for defined terms.

 

1


 

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

 

N/A

 

 

 

 

 

5

 

Issue price or consideration

 

Exercise price = A$1.42

 

 

 

 

 

6

 

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

 

Employee incentive options issued under the Company’s option incentive plan.

 

 

 

 

 

7

 

Dates of entering +securities into uncertificated holdings or despatch of certificates

 

26 March 2008

 

 

 

 

 

 

 

 

 

Number

 

+Class

8

 

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

 

60,021,387
2,970,672

 

Ordinary shares
Options

 

+ See chapter 19 for defined terms.

 

2


 

 

 

 

 

Number

 

+Class

9

 

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

 

1,861,750

 

 

1,000,000

 

Employee and consulting Options expiring on various dates with varying exercise prices.

 

Options expiring on 6 June 2009 with an exercise price of A$7.11.

 

 

 

 

 

 

 

10

 

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

 

N/A

 

 

 

Part 2 -  Bonus issue or pro rata issue

 

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

 

 

 

 

 

 

 

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 issue documents

 

Note: Security holders must be told how their entitlements are to be dealt with.

 

Cross reference: rule 7.7.

 

 

 

+ See chapter 19 for defined terms.

 

3


 

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 prospectus or Product Disclosure Statement 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?

 

 

 

+ See chapter 19 for defined terms.

 

4


 

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

 

+Despatch date

 

 

 

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)

 

o

 

Securities described in Part 1

 

 

 

 

 

(b)

 

o

 

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

o

 

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

o

 

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

o

 

A copy of any trust deed for the additional +securities

 

+ See chapter 19 for defined terms.

 

5


 

Entities that have ticked box 34(b)

 

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 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

 

 

 

 

 

 

 

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.

 

6


 

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:  

 

(Company secretary)

 

Date: 31 March 2008

 

Print name: Linton Burns

 

+ See chapter 19 for defined terms.

 

7