Equity

6 Months Ended

Dec. 31, 2023

Disclosure of classes of share capital [abstract]

a. Contributed equity

(i) Share capital


	As of December 31,
	2023	2022	2023	2022
	Shares No.		(U.S. dollars, in thousands)
Contributed equity
(i)Share capital
Ordinary shares	1,015,342,237	737,121,218	1,286,229	1,207,714
Less: Treasury Shares	(542,903)	(542,903)	—	—
Total Contributed Equity	1,014,799,334	736,578,315	1,286,229	1,207,714

(ii) Movements in ordinary share capital


	Six Months Ended December 31,		Six Months Ended December 31,
	2023	2022	2023	2022
	Shares No.		(U.S. dollars, in thousands)
Opening balance	814,204,825	650,454,551	1,249,123	1,165,309
Issues of ordinary shares during the period
Placement of shares under a share placement agreement(1)(2)	201,137,412	86,666,667	39,708	45,065
Transaction costs arising on share issue	—	—	(2,602)	(2,660)
Total contributions of equity during the period	201,137,412	86,666,667	37,106	42,405
Share options reserve transferred to equity on exercise of options	—	—	—	—
Ending balance	1,015,342,237	737,121,218	1,286,229	1,207,714


(1)During the six months ended December 31, 2023, 201,137,412 shares were issued in a 1 for 4 pro-rata accelerated non-renounceable entitlement offer of new fully paid ordinary shares in Mesoblast Limited to existing shareholders in Australia and certain other countries together with an institutional placement of new fully paid ordinary shares in Mesoblast Limited, at A$0.30 per share.

(2)During the six months ended December 31, 2022, 86,666,667 shares were issued in an equity purchase of Mesoblast Limited at A$0.75 per share to existing and new institutional investors.

(iii) Movements of shares in share trust


	Six Months Ended December 31,		Six Months Ended December 31,
	2023	2022	2023	2022
	Shares No.		(U.S. dollars, in thousands)
Opening balance	542,903	542,903	—	—
Movement of shares in share trust
Exercise of share options(1)	—	—	—	—
Ending balance	542,903	542,903	—	—


(1)Options are issued to employees, directors and consultants in accordance with the Mesoblast Employee Share Option Plan. From July 1, 2020, unpaid shares are issued to the share trust to enable future option exercises to be settled. On exercise of options, the proceeds of the exercise are recorded in ordinary share capital in Mesoblast Limited and the exercise is settled by transfer of the shares from the share trust to the employee. Prior to July 1, 2020, the shares issued and share capital received on the exercise of options were recorded in ordinary share capital.

b. Warrant reserve


(in U.S. dollars, in thousands)	As of December 31,	As of June 30,
Warrant reserve	2023	2023
Opening balance	12,969	12,969
Movement during the period	—	—
Closing Balance	12,969	12,969

In March 2021, the Group completed a A$138.0 million (US$110.0 million) private placement of 60,109,290 new fully-paid ordinary shares at a price of A$2.30. As part of this placement, the Group also issued one warrant for every four ordinary shares issued in the placement, which resulted in a further 15,027,327 warrants issued. Each warrant has an exercise price of A$2.88 per share and a 7-year term. The Group has a right to compel exercise of the warrants at any time, subject to the price of the Group’s ordinary shares trading at least A$4.32 for 45 consecutive days on the ASX. The warrants do not confer any rights to dividends or a right to participate in a new issue without exercising the warrant. As a result of completing the pro-rata accelerated non-renounceable rights issue in December 2023, the exercise price for the warrants was adjusted from A$2.88 per share to A$2.86 per share with effect from January 5, 2024.

The terms of the warrants include certain anti-dilution clauses, which adjust the exercise price or conversion ratio in the event of a rights issue or bonus issue. Management analyzed these clauses and determined the fixed-for-fixed requirement was still satisfied because the relative rights of shareholders and warrant holders were maintained. Therefore the warrants were classified as equity. The warrants were initially measured in equity at fair value, which was determined using a Monte Carlo simulation (refer to Note 7(b)(iv) in the Form 20-F for the year ended June 30, 2023 for more details), with the residual consideration being attributed to the ordinary shares issued in the same transaction. The warrants are not remeasured for subsequent changes in fair value.