EX-99.1 2 d815966dex991.htm EX-99.1

Prepared by R.R. Donnelley Financial -- EX-99.1

Exhibit 99.1

6 November 2014

Company Announcements Office

Australian Securities Exchange

Notice under Section 708A(5)(e) Corporations Act

On 6^th November 2014, Prima BioMed Ltd (“the Company”) issued 13,163,514 fully paid ordinary shares in accordance with the terms of its share purchase and convertible security agreement with Bergen Global Opportunity Fund, LP, which was announced to the market on 2^nd October 2014.

Accordingly 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.

The appendix 3B in relation to the issue of shares noted above is attached.

Yours faithfully

Prima BioMed Ltd

Deanne Miller

Company Secretary

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 9276 1284

www.primabiomed.com.au    ABN: 90 009 237 889

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

Prima BioMed Ltd (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 fully paid shares (Ordinary Shares)
2		Number of +securities issued or to be issued (if known) or maximum number which may be issued		13,163,514 Ordinary Shares

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 9276 1284

www.primabiomed.com.au    ABN: 90 009 237 889

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)				Pari passu with existing Ordinary Shares (PRR)
4		Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?				Yes (PRR)
		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
5		Issue price or consideration				USD 400,000
6		Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)				The purpose of the issue is to raise capital for general corporate and working capital purposes.
6a		Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?				No
		If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i
6b		The date the security holder resolution under rule 7.1A was passed				Not applicable

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 9276 1284

www.primabiomed.com.au    ABN: 90 009 237 889

6c		Number of +securities issued without security holder approval under rule 7.1				Not applicable
6d		Number of +securities issued with security holder approval under rule 7.1A				Not applicable
6e		Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)				Not applicable
6f		Number of +securities issued under an exception in rule 7.2				Not applicable
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				Not applicable
7		Dates of entering +securities into uncertificated holdings or despatch of certificates				6 November 2014

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 9276 1284

www.primabiomed.com.au    ABN: 90 009 237 889

				Number				+Class
8		Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)		1,271,465,443				Ordinary fully paid shares (ASX: PRR)
				77,378,696				Options exercisable at $0.20 on or before 19 June 2017 (PRRO)
9		Number and +class of all		Number		+Class - Options
		+securities not quoted on ASX (including the +securities in section 2 if applicable)		Amount		Exercise Price		Expiration Date
				1,884,253		$0.2685		9 November 2014
				1,884,253		$0.2360		8 December 2014
				1,061,411		$0.2271		12 January 2015
				1,118,211		$0.2345		12 February 2015
				1,075,269		$0.2277		18 March 2015
				500,000		$0.2500		6 May 2015
				1,055,011		$0.2351		19 May 2015
				2,000,000		$0.1000		6 December 2014
				740,741		$0.3390		1 February 2016
				100,000		$0.2790		3 November 2014
				100,000		$0.2329		3 January 2015
				2,800,000		$0.1850		1 August 2015
				200,000		$0.1730		20 February 2016
				1,758,176		$0.0774		30 June 2018
				165,116		$0.0774		30 June 2018
				19,800,000		$0.05475		3 October 2017
				Number		+Class – Performance Rights
				Amount		Type		Expiration Date
				11,467,525		STI		30 October 2015
				26,715,686		LTI		30 October 2018
				Number		+Class – Performance Rights
				Amount		Type		Expiration Date
				1		Convertible Security with a face value of US$2,500,000
10		Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)		Unchanged

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 9276 1284

www.primabiomed.com.au    ABN: 90 009 237 889

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
21		Amount of any underwriting fee or commission		Not applicable
22		Names of any brokers to the issue		Not applicable

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 9276 1284

www.primabiomed.com.au    ABN: 90 009 237 889

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
32		How do +security holders dispose of their entitlements (except by sale through a broker)?		Not applicable
33		+Despatch date		Not applicable

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 9276 1284

www.primabiomed.com.au    ABN: 90 009 237 889

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)		x		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

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 9276 1284

www.primabiomed.com.au    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?				Not applicable
		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				Not applicable
		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)				Not applicable

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 9276 1284

www.primabiomed.com.au    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:						Date:		06 November 2014
		Company secretary
Print name:		Deanne Miller

Prima BioMed Ltd, Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 9276 1284

www.primabiomed.com.au    ABN: 90 009 237 889